ITT EDUCATIONAL SERVICES INC, S-3/A, 1999-01-05

ITT EDUCATIONAL SERVICES INC
S-3/A, 1999-01-05
EDUCATIONAL SERVICES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1999

REGISTRATION NO. 333-69201
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
ITT EDUCATIONAL SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2061311
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5975 CASTLE CREEK PARKWAY N. DRIVE
P.O. BOX 50466
INDIANAPOLIS, INDIANA 46250-0466
(317) 594-9499
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
CLARK D. ELWOOD
SENIOR VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
5975 CASTLE CREEK PARKWAY N. DRIVE
P.O. BOX 50466
INDIANAPOLIS, INDIANA 46250-0466
(317) 594-9499
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JAMES A. ASCHLEMAN MORTON A. PIERCE
BAKER & DANIELS DEWEY BALLANTINE LLP
SUITE 2700 1301 AVENUE OF THE AMERICAS
300 NORTH MERIDIAN STREET NEW YORK, NEW YORK 10019-6092
INDIANAPOLIS, INDIANA 46204-1782 (212) 259-8000
(317) 237-0300
--------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as is practicable
after the effective date of this registration statement.
If only the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION FEE
BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) (3)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value......... 7,950,000 shares $34.2031 $271,914,645 $75,593
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 950,000 shares as to which the Underwriters have been granted an
option to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low sale prices of the
Common Stock on the New York Stock Exchange, Inc., on December 15, 1998.

(3) Amount previously paid.
--------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. ITT +
+CORPORATION MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT +
+FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS +
+PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING +
+AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT +
+PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 5, 1999

7,000,000 Shares

Common Stock

--------

The shares of common stock in this offering are being sold by the selling
stockholder named under "Selling Stockholder and ESI Repurchase."
We will not receive any of the proceeds from this offering.
Our shares are listed on the New York Stock Exchange
under the symbol "ESI."

We have agreed to repurchase 1,500,000 shares of our common stock from the
selling stockholder concurrently with the closing of this offering.

INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS STOCKHOLDER
-------- ------------- -----------
<S> <C> <C> <C>
Per Share.................................. $ $ $
Total (1).................................. $ $ $
</TABLE>

(1) The selling stockholder has granted the underwriters an option, exercisable
for 30 days from the date of this prospectus, to purchase a maximum of
950,000 additional shares to cover over-allotments of shares.

Delivery of the shares of common stock will be made on or about
, 1999 against payment in immediately available funds.

JOINT BOOK-RUNNING MANAGERS

CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY

--------

BEAR, STEARNS & CO. INC.

BT ALEX. BROWN

MORGAN STANLEY DEAN WITTER

NATIONSBANC MONTGOMERY SECURITIES LLC

Prospectus dated , 1999
<PAGE>

NOTES TO READERS OF THIS PROSPECTUS

You should keep in mind the following points as you read this prospectus:

. References in this document to "we," "us," "our" and "ESI" refer to ITT
Educational Services, Inc. References to "ITT" or the "Selling
Stockholder" refer to ITT Corporation, a Nevada corporation, and its
subsidiaries. References to "Starwood Hotels" refer collectively to
Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
formerly known as Starwood Lodging Corporation, and its subsidiaries.

. The terms "ITT Technical Institutes," "technical institutes" or
"institutes" (in singular or plural form) refer to the individual schools
owned and operated by ESI. The terms "institution" or "campus group" (in
singular or plural form) mean a main campus and its additional locations
or branch campuses, if any.

. Unless we tell you otherwise, all information in this prospectus has been
adjusted to reflect a three-for-two stock split of our common stock
occurring on April 15, 1996 and a three-for-two stock split of our common
stock occurring on November 4, 1996.

. This offering is for 7,000,000 shares; however, the underwriters have a
30-day option to purchase up to 950,000 additional shares to cover over-
allotments. Some of the disclosures in this prospectus would be different
if the underwriters exercise the option. Unless we tell you otherwise,
the information in this prospectus assumes that the underwriters will not
exercise the option.

----------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION...................................... 3
PROSPECTUS SUMMARY....................................................... 4
RISK FACTORS............................................................. 10
PRICE RANGE OF COMMON STOCK.............................................. 16
DIVIDEND POLICY.......................................................... 16
CAPITALIZATION........................................................... 17
SELECTED FINANCIAL AND OPERATING DATA.................................... 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS........................................................... 20
BUSINESS................................................................. 33
MANAGEMENT............................................................... 61
SELLING STOCKHOLDER AND ESI REPURCHASE................................... 61
RELATIONSHIP WITH SELLING STOCKHOLDER AND RELATED TRANSACTIONS........... 62
DESCRIPTION OF CAPITAL STOCK............................................. 67
SHARES ELIGIBLE FOR FUTURE SALE.......................................... 69
UNDERWRITING............................................................. 71
NOTICE TO CANADIAN RESIDENTS............................................. 73
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR
COMMON STOCK............................................................ 74
LEGAL MATTERS............................................................ 76
EXPERTS.................................................................. 76
INDEX TO FINANCIAL STATEMENTS............................................ F-1
</TABLE>

----------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
ANY DIFFERENT INFORMATION. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO
SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE AS
OF THE DATE OF THIS DOCUMENT.

2
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The Exchange Act file number
for our SEC filings is 1-13144. You may read and copy any document we file at
the following SEC public reference rooms:

450 Fifth Street, N.W. Seven World Trade Center Room 3190
Judiciary Plaza Suite 1300 Citicorp Center
Room 1024 New York, NY 10048 500 West Madison
Washington, D.C. 20549 Street
Suite 1400
Chicago, IL 60661

You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330.

We file information electronically with the SEC. Our SEC filings also are
available from the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically.

You may also inspect and copy our SEC filings and other information at the
offices of the New York Stock Exchange located at 20 Broad Street, New York,
New York 10005.

This prospectus is part of a registration statement we filed with the SEC.
The SEC allows us to "incorporate by reference" certain documents we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information in the documents incorporated by
reference is considered to be part of this prospectus, and information in
documents that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act until ITT sells all of its shares of our
common stock being offered or this offering is otherwise terminated:

1. The Annual Report on Form 10-K for our fiscal year ended December 31,
1997;

2. The Quarterly Report on Form 10-Q for our fiscal quarter ended March
31, 1998;

3. The Quarterly Report on Form 10-Q for our fiscal quarter ended June
30, 1998;

4. The Quarterly Report on Form 10-Q for our fiscal quarter ended
September 30, 1998;

5. The Current Report on Form 8-K which we filed on March 10, 1998;

6. The Current Report on Form 8-K which we filed on April 8, 1998;

7. The Current Report on Form 8-K which we filed on April 16, 1998, and
the amendment to that Form 8-K which we filed on April 17, 1998;

8. The Current Report on Form 8-K which we filed on December 20, 1998;
and

9. The description of our common stock contained in our Registration
Statement on Form 8-A which we filed on June 16, 1994, and the
amendment to that Form 8-A which we filed on December 20, 1994.

We will provide a copy of the documents we incorporate by reference, at no
cost, to any person who receives this prospectus, including any beneficial
owner of our common stock. To request a copy of any or all of these documents,
you should write or telephone us at the following address and telephone number:

ITT Educational Services, Inc.
Attn: Secretary
5975 Castle Creek Parkway, North Drive
P. O. Box 50466
Indianapolis, Indiana 46250-0466
Telephone: (317) 594-9499

3
<PAGE>

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It may
not contain all of the information that is important to you. To understand this
offering fully, you should read the entire prospectus carefully, including the
risk factors and the financial statements.

THE COMPANY

ITT Educational Services, Inc. is a leading provider of technology-oriented
postsecondary degree programs in the United States based on revenues and
student enrollment. We offer associate, bachelor and master degree programs and
non-degree diploma programs. We currently have approximately 27,000 students in
65 institutes located in 27 states. As of September 30, 1998, approximately 99%
of our students were enrolled in a degree program, with approximately 73%
enrolled in electronics engineering technology related programs and
approximately 25% enrolled in computer-aided drafting technology related
programs. We have provided career-oriented education programs for over 30 years
and our institutes have graduated over 125,000 students since 1976. Employers
who have hired our graduates primarily include small, technology companies, but
also include large corporations, such as AT&T, Intel, Microsoft and General
Electric. The mailing address and telephone number of our principal executive
offices are 5975 Castle Creek Parkway N. Drive, P.O. Box 50466, Indianapolis,
Indiana, 46250-0466 and (317) 594-9499.

Of the 65 institutes we currently operate, we established 53 since January 1,
1981. We established 17 of these institutes in the last five years. The number
of students attending our institutes has increased 32% from 18,539 students on
December 31, 1992 to 24,498 students on December 31, 1997. Total revenues
increased 74% from $150.4 million in 1992 to $261.7 million in 1997, an 11.7%
compound annual growth rate. Operating income increased 116% from $12.1 million
in 1992 to $26.2 million in 1997, a 16.7% compound annual growth rate. Net
income increased 148% from $7.7 million in 1992 to $19.1 million in 1997, a
20.0% compound annual growth rate. Our student enrollment and financial
performance for the nine-month period ending September 30, 1998, adjusted for
one-time expenses, are consistent with these growth rates.

In each of 1997 and 1998, we opened three new institutes. In addition, in
1998 we launched our first information technology program, Computer Network
Systems Technology, at three institutes. We plan to open at least four new
institutes in 1999. We intend to continue expanding by opening new institutes
and offering a broader range of programs at our existing institutes, including
several new information technology programs.

We expect that the demand for postsecondary education will continue to
increase over the next several years as a result of favorable demographic,
economic and social trends. We believe that we are well positioned to take
advantage of the increasing demand for postsecondary education programs for the
following reasons:

. The Bureau of Labor Statistics projects an incremental 1.1 million new
information technology jobs will be created between 1996 and 2006.

. We offer curricula designed to teach the technical knowledge and skills
desired by many employers for entry-level positions in various fields
involving technology. We design these programs after consultation with
employers.

. Each of our institutes operates year-round and we offer undergraduate
programs on a quarterly basis, which allows our students to complete
their programs of study and enter the work force sooner than students
attending traditional colleges.

. We typically offer classes in most of our programs in four-hour sessions
five days a week, generally in the morning, afternoon and evening, which
allows our students to work while attending our institutes.

4
<PAGE>

. We substantially standardize programs of study throughout our institutes,
which allows students to transfer to the same program offered at another
one of our institutes with less disruption to their education. We believe
this standardization also provides curriculum quality and consistency
throughout our institutes, which increases the marketability of our
graduates to prospective employers.

. We believe that our financial strength enables us to capitalize on
expansion opportunities, while devoting resources to complying with
federal and state regulatory requirements. As of September 30, 1998,
after giving effect to our stock repurchase, we would have had $50.7
million of cash and marketable debt securities and no debt.

OUR STRATEGY

Our strategy is to pursue multiple opportunities for growth. We are
implementing a business plan designed to increase revenues and operating
efficiencies by increasing the number of program offerings and student
enrollment at existing institutes and by opening new institutes across the
United States. The principal elements of this strategy include the following:

[]ENHANCE RESULTS AT THE INSTITUTE LEVEL

Increase Enrollments at Existing Institutes.

In each of the last two fiscal years, we increased our student enrollment at
those institutes open for more than 24 months by an average of approximately
6.7%. We believe that current demographic and employment trends will allow us
to enroll a greater number of recent high school graduates. In addition, we
intend to increase our recruiting efforts aimed at enrolling more working
adults.

Broaden Availability of Current Program Offerings.

We intend to continue expanding the number of program offerings at our
existing institutes. Our objective is to offer at least three programs at each
institute. Since January 1, 1994, we have increased the number of institutes
which offer three or more programs from 16 to 33. We believe that introducing
new programs at existing institutes will attract more students. In 1999, we
intend to increase the number of program offerings at approximately 21
additional existing institutes.

Develop or Acquire Additional Degree Programs.

We plan to introduce degree programs in additional fields of study and at
different degree levels. We have introduced five new degree programs at 15
institutes since December 1995. In 1998, we launched our first program in
information technology, an associate degree program in Computer Network Systems
Technology, at three institutes. We intend to introduce this program at 13
additional institutes in 1999, and we plan to begin testing three additional
information technology degree programs in 1999. We believe that introducing new
programs can attract a broader base of students and can motivate current
students to extend their studies.

Extend Total Program Duration.

We have increased the number of institutes that offer bachelor degree
programs to graduates of our associate degree programs. Since January 1, 1994,
the number of our institutes which offer bachelor degree programs increased
from 13 to 28. As a result, the average combined total program time a student
remains enrolled in our programs has increased from 18 months in 1986 to 24
months in 1997. The newly introduced associate degree program in Computer
Network Systems Technology is 24 months in duration. We expect that the average
combined total program time of our students will increase further as additional
bachelor degree programs are added at our institutes.

5
<PAGE>

Improve Student Outcomes.

We strive to improve the graduation and graduate employment rates of our
undergraduate students by providing extensive academic and career services.
From 1993 through 1997, the percentage of graduates of our institutes (other
than graduates who continued in a bachelor degree program at one of our
institutes) who were employed or already working in fields involving their
programs of study increased from 83% to 90%.

[]INCREASE THE NUMBER OF OUR INSTITUTES

We plan to add new institutes at sites throughout the United States. Using
our proprietary methodology, we determine locations for new institutes based on
a number of factors, including demographics and population and employment
growth. We opened three new institutes in each of 1997 and 1998, and we intend
to open at least four new institutes in 1999. We will continue to consider
acquiring schools located in markets where our institutes are not presently
located.

[]INCREASE MARGINS BY LEVERAGING FIXED COSTS AT INSTITUTE AND HEADQUARTERS
LEVELS

By optimizing school capacity and class size, we have been able to increase
revenues from increased enrollment without incurring a proportionate increase
in fixed costs at our institutes. In addition, we have realized substantial
operating efficiencies by centralizing management functions and implementing
operational uniformity among our 65 institutes. As a result of these operating
efficiencies, expenses incurred at our headquarters (including the district
offices) declined as a percentage of revenues from 6.8% in 1993 to 5.3% in
1997. We will continue to seek to improve margins by increasing enrollments and
revenues without incurring a proportionate increase in fixed costs at our
institutes.

RECENT DEVELOPMENTS

In October 1998, the U.S. Congress enacted legislation extending the Higher
Education Act of 1965, the federal law that authorizes the federal student
financial aid programs, for another five-year period. This legislation
reauthorized all of the federal student financial aid programs in which our
institutes participate, in generally the same form and at the same or higher
funding levels. While this legislation revised a number of provisions that
affect our institutes, we believe most of the changes will not have any
material effect on our institutes. Two changes that we believe will have a
material effect are provisions that (1) increase the amount of revenues a for-
profit institution may derive each year from federal student financial aid
programs from 85% to 90%, and (2) limit the amount of federal student financial
aid funds a student who withdraws from an institution may use to pay his or her
education costs.

In September 1998, we agreed to settle eight legal proceedings involving 25
former students and the claims of 15 other former students. Two class
settlements involving former students, which are part of the settlement, are
subject to court approval and to the right of the class members to opt out of
the settlement. We recorded a $12.9 million provision in September 1998
associated with the settlement of these legal proceedings.

In connection with this offering, we have agreed to repurchase 1,500,000
shares of our common stock from ITT Corporation at a price not to exceed
$49,260,000. We will fund this repurchase with our cash and cash equivalents
and marketable debt securities. The closing of this offering and the repurchase
will be concurrent and the repurchase will be contingent on the closing of this
offering.

6
<PAGE>

This offering is subject to obtaining all of the necessary approvals from the
applicable regulatory bodies. We have notified all such regulatory bodies of
this offering. On November 20, 1998, the U.S. Department of Education advised
us that this offering will not be a change in control of ESI under its
standards. As a result, this offering will not cause any of our institutions to
become ineligible to participate in federal student financial aid programs,
unless certain state education authorities that consider this offering to be a
change in control fail to reauthorize any of our institutes.

THE OFFERING

<TABLE>
<S> <C>
Shares of our common stock offered
by ITT............................ 7,000,000 shares(1)
Shares of our common stock
outstanding at December 31, 1998.. 27,011,202 shares(2)
Shares of common stock outstanding
after the offering and the stock
repurchase........................ 25,511,202 shares(2) (3)
Use of proceeds.................... We will not receive any proceeds from the
sale of our common stock in this offering.
Dividend Policy.................... We intend to keep all future earnings to
fund the development and growth of our
business. We do not plan to pay cash
dividends. See "Dividend Policy."
Risk Factors....................... For a discussion of certain risks you
should consider before investing in our
common stock, see "Risk Factors."
NYSE Symbol........................ ESI
</TABLE>
- --------
(1) Assumes the underwriters' over-allotment option to purchase 950,000 shares
is not exercised. See "Underwriting."
(2) Excludes: (1) 793,750 shares of common stock issuable upon the exercise of
outstanding options (of which options for 273,750 shares are currently
exercisable); and (2) an aggregate of 3,650,000 shares of common stock
reserved for issuance under the 1997 ITT Educational Services, Inc.
Incentive Stock Plan and the ITT Educational Services, Inc. 1994 Stock
Option Plan.
(3) Concurrently with the closing of this offering, we will repurchase
1,500,000 shares of our common stock from the selling stockholder at a
price not to exceed $49,260,000.

7
<PAGE>

SUMMARY FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

The following table sets forth certain financial data for ESI. You should
read this information with the Financial Statements and Notes to the Financial
Statements appearing elsewhere or incorporated by reference in this prospectus.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------- -----------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Total revenue........... $219,064 $195,948 $261,664 $232,319 $201,831 $186,907 $168,997
Operating income........ 11,385(a) 21,390 26,223 20,576 14,225 11,832 13,839
Interest income, net
(b).................... 3,852(c) 4,051(c) 5,565(c) 4,119 4,802 232 80
Income before income
taxes.................. 15,237 25,441 31,788 24,695 19,027 12,064 13,919
Net income.............. 8,765(a)(c) 15,265(c) 19,123(c) 14,851 11,391 7,162 8,314
Earnings per share
(basic and diluted)
(d).................... $ 0.32(a)(c) $ 0.56(c) $ 0.71(c) $ 0.55 $ 0.42 $ 0.32 $ 0.37
OTHER OPERATING DATA:
EBITDA (e).............. $ 18,148(a) $ 27,187 $ 34,162 $ 28,069 $ 21,767 $ 18,687 $ 20,182
Operating losses from
new technical
institutes before
income taxes (f)....... $ 3,873 $ 2,591 $ 3,165 $ 5,721 $ 7,123 $ 7,316 $ 2,914
Capital expenditures,
net.................... $ 8,806 $ 8,294 $ 11,465 $ 7,868 $ 8,206 $ 7,688 $ 6,679
Number of students at
end of period.......... 27,313 25,811 24,498 22,633 20,618 20,668 19,860
Number of technical
institutes at end of
period................. 64 60 62 59 56 54 48
</TABLE>

<TABLE>
<CAPTION>
AT AT DECEMBER 31,
SEPTEMBER 30, ---------------
1998 1997 1996
------------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash, restricted cash, cash invested with ITT
and marketable debt securities................. $99,966(c) $98,689 $95,793
Total current assets............................ 125,984 112,958 108,449
Property and equipment less accumulated
depreciation................................... 24,931 22,886 19,360
Total assets.................................... 161,870 145,914 135,749
Total current liabilities....................... 62,929 55,946 65,405
Shareholders' equity............................ 96,580(c) 87,815 68,692
</TABLE>
- --------
(a) Net of one-time expenses of $14,730 ($9,216 after taxes) for legal
settlements, offering expenses associated with the June 1998 offering of
shares of our common stock by ITT, and change in control and other one-time
expenses related to Starwood Hotels' acquisition of ITT. Excluding these
one-time expenses, operating income, net income, EBITDA and earnings per
share for the nine months ended September 30, 1998, would have been
$26,115, $17,981, $32,878 and $0.66, respectively.
(b) See Note 3 of Notes to Financial Statements for information concerning
intercompany interest between ESI and ITT. Prior to our initial public
offering in December 1994, we did not receive interest on the full amount
of net cash balances we invested with ITT and we were assessed an interest
charge based on an allocation of the consolidated debt of ITT. After our
initial public offering and until February 5, 1998, we received interest
from ITT on the amount of any net cash balances invested with ITT and we
were no longer subject to an interest charge based on such an allocation.
Since February 5, 1998, we have performed our own cash management functions
and no longer have any cash invested with ITT. Lower interest rates on
short-term investments have resulted in lower yields on our cash balances
than the yields on our cash that was invested with ITT. Accordingly,
interest income, net has decreased in 1998.

8
<PAGE>

securities and shareholders' equity by up to $49,260 if the repurchase had
occurred at September 30, 1998. If the stock repurchase had occurred
January 1, 1997, basic and diluted earnings per share for the year ended
December 31, 1997 would have been reduced by $0.03 and $0.04, respectively,
which reflects a reduction in interest income of $3,103, a reduction of net
income of $1,862 and a reduction in the average number of shares
outstanding of 1,500. Basic and diluted earnings per share for the nine
months ended September 30, 1997 would have been reduced by $0.02, which
reflects a reduction in interest income of $2,327, a reduction of net
income of $1,397 and a reduction in the average number of shares
outstanding of 1,500. Basic and diluted earnings per share for the nine
months ended September 30, 1998 would have been reduced by $0.02 and $0.03,
respectively, which reflects a reduction in interest income of $2,032, a
reduction in net income of $1,219 and a reduction in the average number of
shares outstanding of 1,500.
(d) Earnings per share data are based on historical net income and the number
of shares of our common stock outstanding during each period after giving
retroactive effect to the three-for-two stock splits in April and November
1996. Earnings per share for all periods have been calculated in conformity
with Statement of Financial Accounting Standards No. 128, "Earnings per
Share."
(e) EBITDA represents earnings before interest and financial charges, income
taxes, depreciation and amortization. We have included information
concerning EBITDA (which is not a measure of financial performance under
generally accepted accounting principles) because we understand that
certain investors use it as one measure of an issuer's financial
performance. EBITDA is not an alternative to operating income (as
determined in accordance with generally accepted accounting principles), an
indicator of our performance or cash flows from operating activities (as
determined in accordance with generally accepted accounting principles) or
a measure of liquidity.
(f) Operating losses from new technical institutes before income taxes
represents operating losses before income taxes, including amortization of
deferred pre-opening costs, for institutes in the first 24 months after
their first class start.

9
<PAGE>

RISK FACTORS

This section describes some, but not all, of the risks of purchasing our
common stock. The order in which these risks are listed does not necessarily
indicate their relative importance. You should carefully consider these risks
and other information in this prospectus before investing in our common stock.

This prospectus contains forward-looking statements. These statements include
words such as "believe," "expect," "anticipate," "intend," "estimate" or
similar words. These statements are based on our current beliefs, expectations
and assumptions and are subject to a number of risks and uncertainties. Actual
results and events may vary materially from those discussed in the forward-
looking statements. We discuss risks and uncertainties that might cause such a
difference below and in other places in this prospectus.

EXTENSIVE REGULATION DUE TO DEPENDENCE ON FEDERAL FUNDING

In 1997, we indirectly derived approximately 70% of our revenues from federal
student financial aid programs. To begin and continue participation in federal
student financial aid programs, an institution must receive and maintain
authorization by the appropriate state education authority or authorities,
accreditation by an accrediting commission recognized by the U.S. Department of
Education, and certification by the U.S. Department of Education. As a result,
we are subject to extensive regulation by the U.S. Department of Education,
state education authorities and accrediting commissions.

The purpose of these regulations is to protect students, the public and the
government; it is not to protect stockholders. Among other things, these
regulations require us to satisfy criteria related to:

. our programs of study and educational resources, including faculty,
equipment and facilities;

. our administrative capability; and

. the management and control of our financial operations, including our
ability to meet specified financial ratios and other standards.

Regulatory requirements affect our capital structure, investment practices and
cash management. They also affect our ability to make acquisitions, sell our
common stock or change our corporate structure. These requirements may limit
our operations or expansion plans. Our regulatory agencies periodically change
their regulatory requirements.

If one of our institutes violates any of these regulatory requirements, we
could suffer a financial penalty. Our regulatory agencies could also limit or
terminate our institutes' operations, including our receipt of federal student
financial aid funds, which could have a material adverse effect on our
financial condition, results of operations and cash flows.

We believe that we substantially comply with the requirements of these
regulatory bodies, but we cannot predict with certainty how all of their
requirements will be applied, or if we will be able to comply with all of their
requirements in the future. Some of the most significant regulatory
requirements and risks are described in the following paragraphs. See
"Business--Regulation of Federal Financial Aid Programs."

LEGISLATIVE ACTION

The U.S. Congress regularly reviews and revises the laws governing federal
student financial aid programs. The U.S. Congress also must determine the
federal funding level for each of these programs every year. Any action by the
U.S. Congress that significantly reduces funding for federal student financial
aid programs or the ability of our institutes or students to participate in
these programs could have a material adverse effect on our financial condition
or results of operations. Legislative action may also increase our
administrative costs and burden and require us to adjust our practices in order
for our institutes to comply fully with the legislative requirements, which
could have a material adverse effect on our financial condition or results of
operations. See "Business--Regulation of Federal Financial Aid Programs--
Legislative Action."

10
<PAGE>

STUDENT LOAN DEFAULTS

An institution may lose its eligibility to participate in some or all federal
student financial aid programs, if the rates at which the institution's
students default on their federal student loans exceed specified percentages.
In June 1998, our institute in Garland, Texas lost its eligibility to
participate in the major federal student loan programs until at least October
1, 2000 for this reason. As a result, we have decided to stop enrolling new
students at the Garland institute, at least temporarily. The Garland institute
accounted for approximately 1.7% of our revenues in 1997. None of our other
institutes has student default rates that exceed the specified percentages.
High student default rates can also adversely affect an institution's
operations and receipt of federal student financial aid. See "Business--
Regulation of Federal Financial Aid Programs--Student Loan Defaults," "--
Administrative Capability" and "--Eligibility and Certification Procedures."

FINANCIAL RESPONSIBILITY STANDARDS

ESI and each of our institutes must meet financial standards prescribed by
the U.S. Department of Education. The financial standards of the U.S.
Department of Education have recently changed. We have always met the past
financial standards and believe that we will meet the new financial standards,
but we cannot assure you of this. See "Business--Regulation of Federal
Financial Aid Programs--Financial Responsibility Standards."

INSTITUTIONAL REFUNDS

Federal law and the standards of accrediting commissions and most state
education authorities currently limit how much an institution can charge a
student who withdraws from the institution. The U.S. Congress recently replaced
the federal law limitation with a new limitation that restricts the amount of
federal student financial aid a withdrawing student can use to pay his or her
education costs. The new limitation becomes effective in October 2000. Since
federal student financial aid is generally paid sooner and is more collectible
than tuition payments from other sources, the new limitation could have a
material adverse effect on our financial condition, results of operations and
cash flows beginning with our 2001 fiscal year. See "Business--Regulation of
Federal Financial Aid Programs--Institutional Refunds."

THE "85/15" RULE

Federal law provides that a for-profit institution may not derive more than
85% of its revenues in any fiscal year from federal student financial aid
programs and remain eligible to participate in these programs. The U.S.
Congress recently raised this percentage to 90%. In 1997, none of our
institutions received more than 80% of its revenues from federal student
financial aid programs. See "Business--Regulation of Federal Financial Aid
Programs--The "85/15' Rule."

CHANGE IN CONTROL

Some types of transactions could cause a change in control of ESI or our
institutes under the standards of state education authorities, accrediting
commissions or the U.S. Department of Education. A transaction that is a change
in control of an institution under the standards of the U.S. Department of
Education would generally result in the suspension of the institution's
participation in federal student financial aid programs until the U.S.
Department of Education reviews and recertifies the institution. A material
adverse effect on our financial condition, results of operations and cash flows
would result if a transaction caused a change in control to occur under state,
accrediting commission or federal standards and a material number of our
institutes failed, in a timely manner, to be reauthorized by their state
education authorities, reaccredited by their accrediting commissions or
recertified by the U.S. Department of Education. See "Business--Regulation of
Federal Financial Aid Programs--Eligibility and Certification Procedures" and
"--Change in Control."

This offering will be a change in control under the standards of some state
education authorities, but the U.S. Department of Education and the accrediting
commission which accredits three of our institutes have advised us that this
offering will not be a change in control under their standards. The accrediting
commission which accredits 61 of our institutes has advised us that it is
unnecessary for it to determine whether this

11
<PAGE>

offering is a change in control under its standards, and that none of our
institutes' accreditation by this accrediting commission will be affected by
this offering. As a result, this offering will not affect our ability to
participate in federal student financial aid programs, unless certain state
education authorities that consider this offering to be a change in control
fail to reauthorize any of our institutes. Many state education authorities
require that a change in control be approved before it occurs, while others
will only review a change in control after it occurs. We have obtained all of
the approvals of this offering from the state education authorities that
require advance approval. Following this offering, we believe that we will be
able to obtain all of the approvals from the state education authorities that
require approval after this offering occurs, but we cannot assure you that we
will receive them in a timely manner. The California state education authority,
which normally requires advance approval, has advised us that it will not
determine whether this offering is a change in control until after the closing
of this offering. It has also advised us that the provisions of the California
Education Code that provide for termination of its existing authorization of
our California institutes if advance approval is not obtained do not apply to
this offering. Eleven of our institutes are located in California. See
"Business--Change in Control."

ADDITIONAL LOCATIONS

Federal law requires a for-profit institution to operate for two years before
it can qualify to participate in federal student financial aid programs. An
institution that is certified to participate in federal student financial aid
programs can establish additional locations without satisfying the two-year
requirement, so long as each additional location satisfies all other applicable
requirements. Our expansion plans assume that we will continue to be able to
establish new institutes as additional locations of existing main campuses. If
future changes in federal law or other reasons prevented us from taking
advantage of the exception to the two-year requirement, our expansion plans
would be materially adversely affected. See "Business--Regulation of Federal
Financial Aid Programs--Additional Locations and Programs."

STATE AUTHORIZATION AND ACCREDITATION

Each of our institutes must be authorized by the applicable state education
authority or authorities to operate and grant degrees or diplomas to its
students. State authorization and accreditation by an accrediting commission
recognized by the U.S. Department of Education are also required in order for
an institution to be eligible to participate in federal student financial aid
programs. Loss of state authorization by any of our institutes would force us
to close that institute. See "Business--State Authorization and Accreditation."

AVAILABILITY OF LENDERS AND GUARANTORS

In 1997, one lender provided approximately 62% of all federally guaranteed
student loans received by our students and one student loan guaranty agency
guaranteed approximately 94% of all federally guaranteed student loans received
by our students. Federally guaranteed student loans represented approximately
55% of our revenues in 1997. We believe that other lenders and guarantors would
be willing to make and guarantee these loans if they were no longer available
from our primary lender or guarantor, but we cannot assure you of this. See
"Business--Regulation of Federal Financial Aid Programs--Availability of
Lenders and Guarantors."

MATERIAL LITIGATION

We are subject to two pending legal proceedings in California that were
instituted by former students alleging misrepresentations and statutory
violations. One of these legal proceedings involves three former students who
attended the hospitality, electronics engineering technology or computer-aided
drafting technology programs and who allege that ESI, ITT and ten ESI employees
violated state education laws. In May 1998, we agreed to settle all of the
claims of one of the three plaintiffs. In September 1998, we agreed to settle
all of the claims of the two remaining plaintiffs and to seek a class
settlement of the claims of the approximately 19,000 other persons who attended
any program, other than the hospitality program, at any of our institutes in
California from January 1, 1990 through December 31, 1997. The class
settlement, which is subject to court approval, would provide class members
with non-transferable tuition credits to attend a different educational program
at one of our institutes. We have also agreed to stipulate to a permanent
injunction that would enjoin us from certain recruitment practices (none of
which we currently follow) and to pay the plaintiffs' reasonable attorneys'
fees and expenses. If more than 1% of the class members opt out of the class
settlement, we may terminate the class settlement.

12
<PAGE>

The other legal proceeding involves nine former students who attended the
hospitality program at either our Maitland, Florida or San Diego, California
institute. The suit alleges that ESI and ITT committed common law fraud and/or
concealment, civil conspiracy and violations of a federal racketeering statute
and state education, consumer protection and trade practices laws. In September
1998, we agreed to seek a class settlement of the claims of the nine plaintiffs
in this legal proceeding and of the approximately 1,200 other persons who
attended an associate degree program in hospitality at our institutes in
Maitland, Florida, San Diego, California, Portland, Oregon or Indianapolis,
Indiana. These are the only cities where we offered the hospitality program. The
class settlement, which is subject to court approval, involves our payment of
cash to the class members and the plaintiffs' reasonable attorneys' fees and
expenses. If more than 1% of the class members opt out of the class settlement,
we may terminate the class settlement. In December 1998, the court granted
preliminary approval of the class settlement.

We recorded a $12.9 million provision in September 1998 associated with the
settlement of the pending legal proceedings described above (including the legal
and administrative expenses that we expect to incur in order to consummate the
settlement of these legal proceedings), six other legal proceedings involving
similar claims that we settled in September 1998, and other similar claims that
were not in litigation. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations."

We cannot assure you of the ultimate outcome of any litigation in which we
are involved. A material adverse effect on our financial condition or results of
operations could occur if (1) we fail to obtain court approval of either class
settlement and a significant amount of litigation against us results or (2) a
significant number of class members opt out of either class settlement and
pursue litigation against us. See "Business--Legal Proceedings."

COMPETITION

The postsecondary education market in the United States is highly
fragmented and competitive with no private or public institution enjoying a
significant market share. We compete for students with the following:

. four-year and two-year degree-granting institutions, including:

. non-profit public colleges;

. non-profit private colleges; and

. for-profit institutions.

. alternatives to higher education, including:

. military service; and

. immediate employment.

We believe that competition among educational institutions is based on the
following factors:

. quality of the educational program . cost of the program

. perceived reputation of the institution . employability of graduates

Certain public and private colleges may offer programs similar to ours at a
lower tuition cost due in part to governmental subsidies, government and
foundation grants, tax deductible contributions or other financial resources not
available to for-profit institutions. Other for-profit institutions also offer
programs that compete with ours. Some of our competitors in both the non-profit
and for-profit sectors have greater financial and other resources than we do. We
cannot assure you that we will be able to compete successfully in our markets or
that competitive pressures will not have a material adverse affect on us.

SEASONALITY IN RESULTS OF OPERATIONS

In reviewing our results of operations, you should not focus on quarter-to-
quarter comparisons. Our results in any quarter may not indicate the results we
may achieve in any subsequent quarter or for the full year. Our quarterly
results of operations tend to fluctuate significantly within a fiscal year
because of differences in the number of weeks of earned tuition revenue in each
fiscal quarter and the timing of student matriculations. Our first and third
fiscal quarters have 13 weeks of earned tuition revenue, while our second and
fourth quarters

13
<PAGE>

have only 11 weeks of earned tuition revenue because of two-week student
vacation breaks in June and December. In addition, revenues in our third and
fourth fiscal quarters generally are higher because more new students tend to
enter our institutes in June and September following their high school
graduation. The academic schedule generally does not affect our incurrence of
costs, however, and our costs do not fluctuate significantly on a quarterly
basis. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Variations in Quarterly Results of Operations."

CHANGES IN MARKET NEEDS AND TECHNOLOGY

Prospective employers of graduates of our institutes have increasingly
demanded that their entry-level employees possess appropriate technical skills.
We believe that our management processes and information systems should permit
us to make changes in curricula content and supporting technology in response
to market needs. If we are unable to adequately respond to changes in market
requirements due to financial constraints, unusually rapid technological change
or other factors, our financial condition or results of operations could be
materially adversely affected.

YEAR 2000 COMPLIANCE

The "Year 2000 problem" arose because many information technology systems, as
well as other systems containing embedded technology, such as micro-controllers
and micro-chip processors, use only the last two digits to refer to a year. As
a result, these systems do not properly recognize a year that begins with "20"
instead of "19." If not corrected, this limitation may cause these systems to
experience problems processing information with dates after December 31, 1999.
These problems may cause the systems to fail or create erroneous results. We
are unable at this time to assess the possible impact on our financial
condition, results of operations and cash flows that may result from any
disruptions to our business caused by Year 2000 problems in any systems
controlled by us or any third party with whom we have a material relationship.
We do not believe at the current time, however, that the cost to remedy our
internal Year 2000 problems will have a material adverse effect on our results
of operations or cash flows. We have begun to implement a plan to ensure that
our systems are Year 2000 compliant before January 1, 2000.

Lack of Year 2000 compliance by third parties could pose problems for us.
These third parties primarily include the following:

. U.S. Department of Education;

. state education authorities;

. accrediting commissions;

. guaranty agencies; and

. student loan lenders.

If any of these parties experience a Year 2000 problem that significantly
delays our receipt of federal or state student financial aid in payment of
students' education cost of attending our institutes, it could have a material
adverse effect on our financial condition, results of operations and cash
flows.

Similarly, an interruption in our institutes' operations could occur if, due
to a Year 2000 problem:

. the U.S. Department of Education is unable to grant or renew an
institute's eligibility to participate in federal student financial aid
programs in a timely manner;

. any state education authority is unable to approve an institute to
operate or renew such approval in a timely manner; or

. either accrediting commission is unable to accredit an institute or renew
such accreditation in a timely manner.

A prolonged delay or interruption of operations for a significant number of
institutes could have a material adverse effect on our financial condition,
results of operations and cash flows. We are unable to independently assess the
Year 2000 readiness of any of these third parties at this time. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Compliance."

14
<PAGE>

DEPENDENCE ON KEY EMPLOYEES

Our future performance will depend, in part, on the efforts and abilities of
our executive officers and in particular Rene R. Champagne, our Chairman,
President and Chief Executive Officer. The loss of the services of Mr.
Champagne or one or more other executive officers could adversely affect our
business. None of our executive officers has an employment or non-competition
agreement with us. We do not have key man life insurance on any of our
employees.

POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE

If our stockholders sell substantial amounts of our common stock (including
shares issued upon the exercise of outstanding options) in the public market
following this offering, the market price of our common stock could drop. These
sales might make it more difficult for us to sell our equity securities in the
future at a time and price which we deem appropriate.

Immediately after this offering and our stock repurchase, we will have issued
and outstanding 25,511,202 shares of our common stock. The shares of our common
stock sold in this offering will be freely tradeable, except for shares held by
our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The 950,000 outstanding shares of our common stock that will be held by ITT
after this offering and the stock repurchase (no shares if the over-allotment
option is exercised in full) are "restricted" securities, as that term is
defined in Rule 144, and may not be publicly resold unless they are registered
under the Securities Act or exempted from registration by an exemption under
the Securities Act, such as the exemption provided by Rule 144. We have agreed
to file a post-effective amendment to the registration statement of which this
prospectus is a part, converting it into a shelf registration with respect to
any shares of our common stock that ITT continues to own after this offering
and the stock repurchase. See "Relationship with Selling Stockholder and
Related Transactions."

ESI, its executive officers, ITT and Starwood Hotels have agreed, with
certain exceptions, not to sell any shares of our common stock or securities or
other rights convertible into or exchangeable or exercisable for any shares of
our common stock for 90 days after the date of this prospectus, without the
consent of Credit Suisse First Boston Corporation and Salomon Smith Barney Inc.
Such restrictions will not apply to the stock repurchase or the filing of the
post-effective amendment to the registration statement, or affect our ability
to grant stock options for our common stock under our stock option plans or to
issue common stock upon the exercise of stock options currently outstanding or
granted under our stock option plans. See "Shares Eligible for Future Sale" and
"Underwriting."

ANTI-TAKEOVER PROVISIONS

Some provisions of our Restated Certificate of Incorporation and By-Laws
could make it more difficult for a third party to acquire control of us without
the approval of our Board of Directors. Among other things, these provisions:

. authorize our Board of Directors to issue preferred stock with terms set
by our Board, without stockholder approval;

. divide our Board of Directors into three classes expiring in rotation;

. require advance notice for stockholder proposals and nominations;

. prohibit stockholders from calling a special meeting; and

. prohibit stockholder action by written consent.

In many cases, stockholders receive a premium for their shares in a change in
control. These provisions may make it difficult for stockholders to take
certain actions and will make it somewhat less likely that a change in control
will occur or that you will receive a premium for your shares if a change in
control does occur. See "Description of Capital Stock--Preferred Stock," "--
Provisions of Restated Certificate of Incorporation and By-Laws Affecting
Change in Control" and "--Delaware General Corporation Law."

15
<PAGE>

PRICE RANGE OF COMMON STOCK

Our common stock is listed on the New York Stock Exchange under the trading
symbol "ESI." The prices set forth below are the high and low sale prices of
our common stock during the periods indicated, as reported in the NYSE's
consolidated transaction reporting system. We have restated these prices to
reflect the three-for-two split of our common stock on April 16, 1996 and the
three-for-two split of our common stock on November 5, 1996.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1996
First Quarter............................................. $15.109 $11.063
Second Quarter............................................ 22.750 14.891
Third Quarter............................................. 25.672 17.500
Fourth Quarter............................................ 26.078 18.250
1997
First Quarter............................................. $27.000 $21.500
Second Quarter............................................ 25.000 19.375
Third Quarter............................................. 26.750 19.000
Fourth Quarter............................................ 26.000 20.750
1998
First Quarter............................................. $28.375 $21.375
Second Quarter............................................ 32.750 24.375
Third Quarter............................................. 33.938 26.000
Fourth Quarter............................................ 36.125 23.688
</TABLE>

On December 31, 1998, the last reported sale price of our common stock on the
NYSE was $34.00 per share. There were approximately 200 holders of record of
our common stock on December 31, 1998.

DIVIDEND POLICY

We did not pay a cash dividend in 1996, 1997 or 1998. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future and we
plan to retain our earnings to finance future growth. The declaration and
payment of dividends on our common stock are subject to the discretion of our
Board of Directors and compliance with applicable law. Our decision to pay
dividends in the future will depend on general business conditions, the effect
of such payment on our financial condition and other factors our Board of
Directors may in the future consider to be relevant.

16
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of ESI at September 30,
1998, and at September 30, 1998 as adjusted for our repurchase of common stock
from the Selling Stockholder. We will not receive any of the proceeds from this
offering. See "Selling Stockholder and ESI Repurchase." You should read this
table with the Financial Statements and the Notes to the Financial Statements
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
--------------------------
ACTUAL PRO FORMA(1)
----------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long-term debt....................................... $ -- $ --
Shareholders' equity:
Preferred Stock, $.01 par value; 5,000,000 shares
authorized; none issued and outstanding........... -- --
Common Stock, $.01 par value; 50,000,000 shares
authorized; 26,999,952 issued and outstanding
actual and 25,499,952 issued and outstanding pro
forma (2)......................................... 270 270
Capital surplus.................................... 32,513 32,513
Retained earnings.................................. 63,797 63,797
----------- -----------
96,580 96,580
Less cost of repurchased common stock to be held in
treasury (1,500,000 shares)....................... -- 49,260
----------- -----------
Total stockholders' equity....................... 96,580 47,320
----------- -----------
Total capitalization............................... $96,580 $ 47,320
=========== ===========
</TABLE>
- --------
(1) Assumes the repurchase as of September 30, 1998 of 1,500,000 shares of our
common stock at a cost of $49,260.
(2) Excludes 4,455,000 shares of our common stock which may be issued pursuant
to the 1997 ITT Educational Services, Inc. Incentive Stock Plan and the ITT
Educational Services, Inc. 1994 Stock Option Plan. Options to purchase an
aggregate of 805,000 shares of our common stock were outstanding under
these plans on September 30, 1998.

17
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

The following selected financial data of ESI are qualified by reference to
and should be read with the Financial Statements and the Notes to the Financial
Statements and other financial data included elsewhere or incorporated by
reference in this prospectus. The statement of income data set forth for each
of the three years in the period ended December 31, 1997 and the balance sheet
data as of December 31, 1997 and 1996 have been derived from the Financial
Statements of ESI that have been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report is included elsewhere in this prospectus.
The statement of income data for each of the two years in the period ended
December 31, 1994 and the balance sheet data as of December 31, 1995, 1994 and
1993 have been derived from audited financial statements of ESI not included in
this prospectus. The statement of income data for each of the nine months ended
September 30, 1998 and 1997 and the balance sheet data as of September 30, 1998
have been derived from the Company's unaudited financial statements that were
prepared on the same basis as the audited financial statements and that, in the
opinion of management, include all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
below. These historical results do not necessarily indicate the results to be
expected in the future. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AND
OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Revenue:
Tuition................ $185,999 $165,848 $222,457 $196,692 $171,936 $159,575 $144,908
Other educational
(a)................... 33,065 30,100 39,207 35,627 29,895 27,332 24,089
-------- -------- -------- -------- -------- -------- --------
Total revenues....... 219,064 195,948 261,664 232,319 201,831 186,907 168,997
-------- -------- -------- -------- -------- -------- --------
Cost of educational
services............... 132,186 119,407 163,053 145,197 130,338 121,594 108,075
Student services and
administrative
expenses............... 60,763 55,151 72,388 66,546 57,268 53,481 47,083
Legal settlement........ 12,858 -- -- -- -- -- --
Offering and change in
control expenses....... 1,872 -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total costs and
expenses............ 207,679 174,558 235,441 211,743 187,606 175,075 155,158
Operating income 11,385 21,390 26,223 20,576 14,225 11,832 13,839
Interest income, net
(b).................... 3,852(c) 4,051(c) 5,565(c) 4,119 4,802 232 80
-------- -------- -------- -------- -------- -------- --------
Income before income
taxes.................. 15,237 25,441 31,788 24,695 19,027 12,064 13,919
Income taxes............ 6,472 10,176 12,665 9,844 7,636 4,902 5,605
-------- -------- -------- -------- -------- -------- --------
Net income.............. $ 8,765(c) $ 15,265(c) $ 19,123(c) $ 14,851 $ 11,391 $ 7,162 $ 8,314
======== ======== ======== ======== ======== ======== ========
Earnings per common
share (basic and
diluted) (d)........... $ 0.32(c) $ 0.56(c) $ 0.71(c) $ 0.55 $ 0.42 $ 0.32 $ 0.37
======== ======== ======== ======== ======== ======== ========
OTHER OPERATING DATA:
EBITDA (e).............. $ 18,148 $ 27,187 $ 34,162 $ 28,069 $ 21,767 $ 18,687 $ 20,182
Operating losses from
new technical
institutes before
income taxes (f)....... $ 3,873 $ 2,591 $ 3,165 $ 5,721 $ 7,123 $ 7,316 $ 2,914
Capital expenditures,
net.................... $ 8,806 $ 8,294 $ 11,465 $ 7,868 $ 8,206 $ 7,688 $ 6,679
Number of students at
end of period.......... 27,313 25,811 24,498 22,633 20,618 20,668 19,860
Number of technical
institutes at end of
period................. 64 60 62 59 56 54 48
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
AT
SEPTEMBER 30, AT DECEMBER 31,
------------- --------------------------------------------
1998 1997 1996 1995 1994 1993
------------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, restricted cash,
cash invested with ITT
and marketable debt
securities............. $ 99,966(c) $ 98,689 $ 95,793 $ 77,517 $ 66,810 $ 51,064
Total current assets.... 125,984 112,958 108,449 87,567 76,460 61,383
Property and equipment
less accumulated
depreciation........... 24,931 22,886 19,360 18,985 18,321 17,488
Total assets............ 161,870 145,914 135,749 114,284 102,899 87,305
Total current
liabilities............ 62,929 55,946 65,405 58,766 57,646 50,247
Shareholders' equity.... 96,580(c) 87,815 68,692 53,841 42,450 35,288
</TABLE>
- --------
(a) Other educational revenue is comprised of laboratory and application fees
and textbook sales.
(b) See Note 3 of Notes to Financial Statements for information concerning
intercompany interest between ESI and ITT. Prior to our initial public
offering in December 1994, we did not receive interest on the full amount
of net cash balances we invested with ITT and we were assessed an interest
charge based on an allocation of the consolidated debt of ITT. After our
initial public offering and until February 5, 1998, we received interest
from ITT on the amount of any net cash balances we invested with ITT and we
were no longer subject to an interest charge based on such an allocation.
Since February 5, 1998, we have performed our own cash management functions
and no longer have any cash invested with ITT. Lower interest rates on
short-term investments have resulted in lower yields on our cash balances
than the yields on our cash that was invested with ITT. Accordingly,
interest income, net has decreased in 1998.

(c) We plan to spend up to $49,260 to repurchase 1,500 shares of our common
stock concurrently with the closing of this offering, which would have
reduced cash and cash equivalents and marketable debt securities and
shareholders' equity by up to $49,260 if the repurchase had occurred at
September 30, 1998. If the stock repurchase had occurred January 1, 1997,
basic and diluted earnings per share for the year ended December 31, 1997
would have been reduced by $0.03 and $0.04, respectively, which reflects a
reduction in interest income of $3,103, a reduction in net income of $1,862
and a reduction in the average number of shares outstanding of 1,500. Basic
and diluted earnings per share for the nine months ended September 30, 1997
would have been reduced by $0.02, which reflects a reduction in interest
income of $2,327, a reduction in net income of $1,397 and a reduction in
the average number of shares outstanding of 1,500. Basic and diluted
earnings per share for the nine months ended September 30, 1998 would have
been reduced by $0.02 and $0.03, respectively, which reflects a reduction
in interest income of $2,032, a reduction in net income of $1,219 and a
reduction in the average number of shares outstanding of 1,500.
(d) Earnings per share data are based on historical net income and the number
of shares of our common stock outstanding during each period after giving
retroactive effect to the three-for-two stock splits in April and November
1996. Earnings per share for all periods have been calculated in conformity
with Statement of Financial Accounting Standards No. 128, "Earnings per
Share."
(e) EBITDA represents earnings before interest and financial charges, income
taxes, depreciation and amortization. We have included information
concerning EBITDA (which is not a measure of financial performance under
generally accepted accounting principles) because we understand that
certain investors use it as one measure of an issuer's financial
performance. EBITDA is not an alternative to operating income (as
determined in accordance with generally accepted accounting principles), an
indicator of our performance or cash flows from operating activities (as
determined in accordance with generally accepted accounting principles) or
a measure of liquidity.
(f) Operating losses from new technical institutes before income taxes
represents operating losses before income taxes, including amortization of
deferred pre-opening costs, for institutes in the first 24 months after
their first class start.

19
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read with the Selected Financial and
Operating Data and the Financial Statements and Notes to the Financial
Statement included elsewhere in this prospectus.

GENERAL

We operate 65 institutes, including one institute we opened in October 1998,
in 27 states which provide technology-oriented postsecondary education to
approximately 27,000 students. We derive our revenue almost entirely from
tuition, textbook sales, fees and charges paid by, or on behalf of, our
students. Most students at our institutes pay a substantial portion of their
tuition and other education-related expenses with funds received under various
government-sponsored student financial aid programs, especially the federal
student financial aid programs under Title IV ("Title IV Programs") of the
Higher Education Act of 1965, as amended (the "HEA"). In 1997, we indirectly
derived approximately 70% of our revenues from Title IV Programs.

Our revenue varies based on the aggregate student population, which is
influenced by the following factors:

. the number of students attending our institutes at the beginning of a
fiscal period;

. the number of new first-time students entering and former students re-
entering our institutes during a fiscal period;

. student retention rates; and

. general economic conditions.

New students generally enter our institutes at the beginning of an academic
quarter that begins in March, June, September or December. We believe that, in
the absence of countervailing factors, student enrollments and retention rates
tend to increase as opportunities for immediate employment for high school
graduates decline and decrease as such opportunities increase. Our
establishment of new institutes and the introduction of additional program
offerings at our existing institutes have been significant factors in
increasing the aggregate student population in recent years.

A new institute must be authorized by the state in which it will operate,
accredited by an accrediting commission that the U.S. Department of Education
("DOE") recognizes, and certified by the DOE to participate in Title IV
Programs. The approval processes for accreditation and DOE certification cannot
commence until the first students begin classes. Accreditation and DOE
certification for a new location generally take approximately one year from the
first class start date. We defer certain direct costs incurred with respect to
a new institute prior to the first class start ("institute start-up costs") and
amortize them over the first year of operation after the first class start.
Since the beginning of 1994, we have opened 17 new institutes (six of which
started classes in 1996 or 1997 and three of which started classes in 1998).
New institutes historically incur a loss during the 24-month period after the
first class start date. These losses during the year by institutes in their
first two years of operation, together with the amortization of institute
start-up costs, are referred to as "operating losses from new technical
institutes." The operating losses from new technical institutes totaled $3.9
million for the nine months ended September 30, 1998, $2.6 million for the nine
months ended September 30, 1997, $3.2 million for the year ended December 31,
1997, $5.7 million for the year ended December 31, 1996, and $7.1 million for
the year ended December 31, 1995.

We earn tuition revenue on a weekly basis, pro rata over the length of each
of four, 12-week academic quarters in each fiscal year. Federal and state
regulations and accrediting commission standards generally require us to refund
a portion of the tuition payments received from a student who withdraws from
one of our institutes during an academic quarter. Our statement of income
recognizes immediately the amount of tuition, if any, that we may retain after
payment of any refund. Other educational revenue includes textbook sales and
laboratory and application fees.

20
<PAGE>

We incur expenses throughout a fiscal period in connection with the operation
of our institutes. The cost of educational services includes faculty and
administrative salaries, cost of books sold, occupancy costs, depreciation and
amortization of equipment costs and leasehold improvements, and certain other
administrative costs incurred by our institutes.

Student services and administrative expenses include direct marketing costs
(which are marketing expenses directly related to new student recruitment),
indirect marketing expenses, an allowance for doubtful accounts and
administrative expenses incurred at corporate headquarters. Direct marketing
costs include salaries and employee benefits for recruiting representatives and
direct solicitation advertising expenses. We capitalize our direct marketing
costs (excluding advertising expenses) and amortize them on an accelerated
basis over the average course length of 24 months commencing on the class start
date. We expense as incurred our marketing costs that do not relate to the
direct solicitation of potential students.

Until February 5, 1998, we forwarded all our cash receipts to ITT for
investment on a daily basis after, in the case of some receipts, the lapse of
applicable regulatory restrictions. ITT generally funded our cash disbursements
out of our cash balances that it held and invested for us. Net interest income
represents principally interest paid or received from ITT and miscellaneous
interest paid or received from other parties. Beginning in 1995, ITT paid us
interest on the full amount of any net cash balances that it invested for us at
an interest rate that was set for a six- or twelve-month period and was 30
basis points over the most recently published rate for six- or twelve-month
treasury bills, as appropriate, and no longer assessed us interest charges
except with respect to funds actually advanced to us in excess of cash invested
with ITT. ITT performed a number of other services for us, including the
administration of certain employee benefit plans, for which we paid it
compensation. We have been performing all of these services since June 9, 1998.
We have been performing our own cash management functions since February 5,
1998, and we no longer have any cash invested with ITT. We have included the
invested funds in the captions "cash and cash equivalents" and "marketable debt
securities" in the September 30, 1998 balance sheet. The marketable debt
securities have maturity dates in excess of 90 days at the time of purchase and
we record them at their market value. We include debt securities with maturity
dates less than 90 days at the time of purchase in cash and cash equivalents
and record such securities at cost which approximates market value. Lower
interest rates on short-term investments have resulted in lower yields on our
cash balances than the yields on our cash that was invested with ITT.
Accordingly, interest income, net has decreased in 1998.

VARIATIONS IN QUARTERLY RESULTS OF OPERATIONS

Our quarterly results of operations tend to fluctuate significantly within a
fiscal year because of differences in the number of weeks of earned tuition
revenue in each fiscal quarter and the timing of student matriculations. Our
first and third fiscal quarters have 13 weeks of earned tuition revenue, while
our second and fourth quarters have only 11 weeks of earned tuition revenue
because of two-week student vacation breaks in June and December. In addition,
revenues in our third and fourth fiscal quarters generally benefit from
increased student matriculations. The number of new students entering our
institutes tends to be substantially higher in June (31% of all new students in
1997) and September (36% of all new students in 1997) because of the
significant number of recent high school graduates entering our institutes for
the academic quarters beginning in those two months. The academic schedule
generally does not affect our incurrence of costs, however, and costs do not
fluctuate significantly on a quarterly basis.

21
<PAGE>

The following table sets forth our revenue in each quarter during the three
prior fiscal years.

QUARTERLY REVENUE
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996 1995
THREE-MONTH ---------------- ---------------- ----------------
PERIOD ENDED AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
- ------------ -------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
March 31..................... $ 64,476 25% $ 57,103 25% $ 51,169 25%
June 30...................... 58,412 22 51,568 22 44,969 22
September 30................. 73,060 28 65,113 28 56,017 28
December 31.................. 65,716 25 58,535 25 49,676 25
-------- --- -------- --- -------- ---
Total for Year............. $261,664 100% $232,319 100% $201,831 100%
======== === ======== === ======== ===
</TABLE>

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship of certain
statement of income data to tuition and other educational revenue for the
periods indicated.

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------ -------------------
1998 1997 1997 1996 1995
-------- -------- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Tuition and other educational
revenue............................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of educational services......... 60.3 61.0 62.3 62.5 64.6
Student services and administrative
expenses............................ 27.7 28.1 27.7 28.6 28.4
Legal settlement..................... 5.9 -- -- -- --
June 1998 offering, change in control
and other one-time expenses......... 0.9 -- -- -- --
-------- -------- ----- ----- -----
Operating income..................... 5.2 10.9 10.0 8.9 7.0
Interest income, net................. 1.8 2.1 2.1 1.7 2.4
-------- -------- ----- ----- -----
Income before income taxes........... 7.0% 13.0% 12.1% 10.6% 9.4%
======== ======== ===== ===== =====
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1997

Revenue. Revenues increased $23.2 million, or 11.8%, to $219.1 million in the
nine months ended September 30, 1998, from $195.9 million in the nine months
ended September 30, 1997. This increase was due primarily to a 5% increase in
tuition rates in September 1997 and an 8.2% increase in the total student
enrollment at January 1, 1998 compared to January 1, 1997. The number of
students attending our institutes at January 1, 1998, was 24,498 compared to
22,633 at January 1, 1997.

The total number of first-time and re-entering students beginning classes in
September 1998 was 8,787 compared to 8,070 for the same period in 1997. First-
time students numbered 7,815 in September 1998 compared to 7,156 in September
1997. The total student enrollment on September 30, 1998, was 27,313, compared
to 25,811 on September 30, 1997, an increase of 5.8%.

Cost of Educational Services. Cost of educational services increased $12.8
million, or 10.7%, to $132.2 million in the nine months ended September 30,
1998 from $119.4 million in the nine months ended September 30, 1997. The
principal causes of this increase include:

. the costs required to service the increased enrollment;

. normal inflationary cost increases for wages, rent and other costs of
services; and

. increased costs at new institutes (one opened in June 1997, two in
December 1997, one in March 1998 and one in June 1998).

22
<PAGE>

Cost of educational services as a percentage of revenue decreased to 60.3% in
the nine months ended September 30, 1998 compared to 61.0% in the nine months
ended September 30, 1997 because the greater revenues did not cause an increase
in the fixed portion of our rent, administrative salaries and other costs
included in cost of educational services. Cost of educational services includes
a $1.2 million provision in the nine months ended September 30, 1998 (compared
to a $1.5 million provision in the nine months ended September 30, 1997) for
legal expenses associated with the legal actions involving the hospitality
program. (See Note 10 of Notes to Financial Statements.) Excluding this
provision, cost of educational services in the nine months ended September 30,
1998 would have been 59.8% of revenues, a 0.4% improvement from the nine months
ended September 30, 1997.

Student Services and Administrative Expenses. Student services and
administrative expenses increased $5.6 million, or 10.1%, to $60.8 million in
the nine months ended September 30, 1998 from $55.2 million in the nine months
ended September 30, 1997. We increased our media advertising expenses in the
nine months ended September 30, 1998 by approximately 9.6% over the same
expenses incurred in the nine months ended September 30, 1997. Student services
and administrative expenses decreased to 27.7% of revenues in the nine months
ended September 30, 1998 compared to 28.1% in the nine months ended September
30, 1997 primarily because the greater revenues did not cause an increase in
the fixed portion of our marketing and headquarters expenses.

One-Time Expenses. We recorded a $7.7 million after tax ($0.28 per share)
provision for the settlement of certain legal proceedings and claims in the
nine months ended September 30, 1998. (See Note 10 of Notes to Financial
Statements). In June 1998, we incurred total expenses for the June 1998
offering of $1.0 million after tax ($0.04 per share). In addition, we incurred
expenses of $0.5 million after tax ($0.02 per share) in the nine months ended
September 30, 1998 associated with our change in control and establishment of
new employee benefit plans.

Operating Income. The following table sets forth our operating income (in
thousands) for the nine months ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
---------------
1998 1997
------- -------
<S> <C> <C>
Operating income as reported............................. $11,385 $21,390
Legal settlement......................................... 12,858 --
June 1998 offering expenses.............................. 1,117 --
Change in control and other one-time expenses............ 755 --
------- -------
Operating income before one-time expenses................ $26,115 $21,390
======= =======
</TABLE>

Interest Income. Interest income decreased $0.2 million in the nine months
ended September 30, 1998, compared to the nine months ended September 30, 1997,
which was primarily due to the lower interest rate earned on our cash
investments (i.e., 5.5% in 1998 compared to 6.3% in 1997) offset by the
earnings on our increased cash balances.

Income Taxes. Our combined effective federal and state income tax rate in
1997 was 40%. Our 1998 federal and state income tax provision will be greater
than 40%, because $0.9 million of the June 1998 offering expenses are not tax
deductible.

23
<PAGE>

Net Income. The following table sets forth our net income (in thousands) for
the nine months ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
---------------
1998 1997
------- -------
<S> <C> <C>
Net income.............................................. $ 8,765 $15,265
Legal settlement (after tax)............................ 7,715 --
June 1998 offering expenses (after tax)................. 1,048 --
Change in control and other one-time expenses (after
tax)................................................... 453 --
------- -------
Net income before one-time expenses..................... $17,981 $15,265
======= =======
</TABLE>

YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

Revenue. Revenue increased by $29.4 million, or 12.7%, to $261.7 million for
the year ended December 31, 1997 from $232.3 million for the year ended
December 31, 1996 primarily due to:

. a 9.8% increase in the total student enrollment at January 1, 1997
compared to January 1, 1996 (22,633 at January 1, 1997 compared to 20,618
at January 1, 1996);

. a 5% increase in tuition rates in September 1997 and 1996;

. a 2.3% increase in the number of new first-time students who began
attending our institutes (19,911 in 1997 compared to 19,464 in 1996); and

. the opening of new institutes (two in March 1996, one in September 1996,
one in June 1997 and two in December 1997).

Student retention rates did not change materially in the two years. Our three
new institutes beginning classes in 1997 accounted for 140 new students.

Cost of Educational Services. Cost of educational services increased by $17.9
million, or 12.3%, to $163.1 million in 1997 from $145.2 million in 1996
principally as a result of:

. increased costs related to the introduction of additional programs;

. an increase in salaries and occupancy costs at our institutes opened
prior to 1995;

. costs at the two new institutes opened in 1995;

. costs at the three new institutes opened in 1996;

. costs at the three new institutes opened in 1997; and

. to a lesser extent, an increase in the cost of books sold arising from
the increased student population.

Provisions for legal expenses increased by $1.9 million to $3.2 million in 1997
($1.7 million in the fourth quarter) from $1.3 million in 1996 ($1.0 million in
the fourth quarter) as a result of the legal actions associated with the
California and Florida hospitality programs. See "Business--Legal Proceedings."
Cost of educational services decreased to 62.3% of revenues in 1997 compared to
62.5% in 1996, primarily because the greater revenues did not cause an increase
in the fixed portion of rent, administrative salaries and other costs included
in the cost of educational services. Excluding the provisions for the legal
expenses, cost of educational services decreased to 61.1% of revenues in 1997
compared to 61.9% in 1996.

Student Services and Administrative Expenses. Student services and
administrative expenses increased by $5.9 million, or 8.9%, to $72.4 million in
1997 from $66.5 million in 1996 principally as a result of a $5.0 million
increase in marketing costs. This increase in marketing costs was due to:

. an increase in the marketing costs for the two new institutes opened in
1995 and the three new institutes opened in 1996;

24
<PAGE>

. the commencement of marketing costs for the three new institutes opened
in 1997; and

. the increased marketing costs for our institutes opened prior to 1995.

Our media advertising expenses increased by 10.9% in 1997 from 1996.
Administrative expenses at the corporate headquarters increased by $0.3 million
in 1997 from 1996 levels primarily due to increased headquarters staff. The
provision for doubtful accounts in 1997 was approximately $0.6 million more
than in 1996 principally because of increased revenues and a regulatory change
that delays our receipt of funds under the Title IV Programs. The delay
resulted in a greater number of students who withdrew or whose enrollment was
terminated by the institutes before they could secure federal student financial
aid with which they could pay their obligations to us. See "--Liquidity and
Capital Resources" for a further description of the regulatory changes
affecting when we receive Title IV Program funds after June 30, 1997. Student
services and administrative expenses decreased to 27.7% of revenues in 1997
compared to 28.6% in 1996, primarily because the greater revenues did not cause
an increase in the fixed portion of the marketing and headquarters expenses.

Interest Income. Interest income increased by $1.4 million in 1997 because of
the increase in the interest rate earned on the cash we invested with ITT
(i.e., 6.3% in 1997 compared to 5.5% in 1996) and the increase in the amount of
cash we invested with ITT.

Net Income. Net income increased $4.2 million, or 28.2%, to $19.1 million for
1997 from $14.9 million for 1996, principally due to the 27.4% increase in
operating income ($3.4 million after tax).

YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

Revenue. Revenue increased by $30.5 million, or 15.1%, to $232.3 million for
the year ended December 31, 1996 from $201.8 million for the year ended
December 31, 1995 primarily due to:

. a 17.7% increase in the number of new first-time students who began
attending our institutes (19,464 in 1996 compared to 16,539 in 1995);

. a 5% increase in tuition rates in September 1995 and 1996; and

. the opening of new institutes (two in September 1995, two in March 1996
and one in September 1996).

The number of students attending our institutes at January 1, 1996, was
approximately the same as at January 1, 1995. Student retention rates did not
change materially in the two years. Our three new institutes beginning classes
in 1996 accounted for 348 new students.

Cost of Educational Services. Cost of educational services increased by $14.9
million, or 11.4%, to $145.2 million in 1996 from $130.3 million in 1995
principally as a result of:

. increased costs related to the introduction of additional programs;

. an increase in salaries and occupancy costs at our institutes opened
prior to 1994;

. costs at the six new institutes opened in 1994;

. costs at the two new institutes opened in 1995;

. costs at the three new institutes opened in 1996; and

. to a lesser extent, an increase in the cost of books sold arising from
the increased student population.

Provisions for legal expenses increased by $1.2 million in 1996 from 1995. This
increase was principally a result of a $1.3 million provision in 1996 ($1.0
million in the fourth quarter and $0.3 million in the third quarter) for the
legal actions in Eldredge, et al. v. ITT Educational Services, Inc., et al.
(the "Eldredge Case"). (See Note 10 of Notes to Financial Statements for a
further description.) Cost of educational services decreased to 62.5% of
revenues in 1996 compared to 64.6% in 1995, primarily because of greater
revenues being spread over the fixed portion of cost of educational services.

25
<PAGE>

Student Services and Administrative Expenses. Student services and
administrative expenses increased by $9.2 million, or 16.1%, to $66.5 million
in 1996 from $57.3 million in 1995 principally as a result of a $7.9 million
increase in marketing costs. This increase was due to:

. an increase in the marketing costs for the six new institutes opened in
1994 and the two new institutes opened in 1995;

. the commencement of marketing costs for the three new institutes opened
in 1996; and

. the increased marketing costs for our institutes opened prior to 1994.

Administrative expenses at the corporate headquarters increased by $0.7 million
in 1996 from 1995 levels primarily due to increased headquarters staff. The
provision for doubtful accounts in 1996 was approximately $0.6 million more
than in 1995 principally because of increased revenue and a delay in the DOE's
certification of the new institutes opened in 1995 and 1996 to participate in
the Title IV Programs. The delay resulted in a greater number of students who
withdrew or whose enrollment was terminated by the institutes before they could
secure federal student financial aid with which they could pay their
obligations to us. Student services and administrative expenses increased to
28.6% of revenues in 1996 compared to 28.4% in 1995 because of increased
television advertising.

Interest Income. Interest income decreased by $0.7 million in 1996 because of
the reduction in the interest rate earned on the cash we invested with ITT to
5.5% in 1996 from 7.5% in 1995.

Net Income. Net income increased $3.5 million, or 30.7%, to $14.9 million for
1996 from $11.4 million for 1995 principally due to the 44.6% increase in
operating income ($3.8 million after tax).

LIQUIDITY AND CAPITAL RESOURCES

In 1997, we indirectly derived approximately 70% of our revenues from Title
IV Programs. Federal regulations dictate the timing of disbursements of funds
under Title IV Programs. Students must apply for a new loan for each academic
year, which consists of three academic quarters. Loan funds are generally
provided by lenders in three disbursements for each academic year. The first
disbursement is usually received either 30 days after (in the case of students
commencing a program of study) or 10 days before the start of the first
academic quarter of a student's academic year, and the second and third
disbursements are typically received 10 days before the start of each
subsequent quarter of a student's academic year. While the timing of loan
disbursements to us is subject to a student's directions to the lender and to
existing regulatory requirements regarding such disbursements, we have
typically received student loan funds upon the lender's disbursement of the
student loan funds.

DOE regulations that became effective July 1, 1997 revised the procedures
governing how an institution participating in Title IV Programs requests,
maintains, disburses and otherwise manages Title IV Program funds. The revised
regulations require us to receive Title IV Program loan funds in three equal
quarterly disbursements rather than the two disbursements previously permitted.
We estimate that this change decreased deferred tuition revenue or increased
accounts receivable by approximately $15 million at December 31, 1997 compared
to December 31, 1996, and decreased deferred tuition revenue or increased
accounts receivable by approximately $17 million at September 30, 1998 compared
to September 30, 1997. We also estimate this change decreased 1997 interest
income (an ongoing effect) by $0.2 million, and will decrease 1998 interest
income (an ongoing effect) by $0.8 million to $1.0 million.

Our principal uses of cash are to pay salaries, occupancy and equipment
costs, recruiting and marketing expenses, administrative expenses and taxes,
including institute start-up costs for new institutes. Until February 5, 1998,
we forwarded our cash receipts to ITT on a daily basis after, in the case of
certain receipts, the lapse of applicable regulatory restrictions, and ITT
funded our cash disbursements out of the balance of our cash investments with
ITT. The net cash balances of the cash invested with ITT increased from $89.8
million at December 31, 1996 to $94.8 million at December 31, 1997 and ranged
from a low of $65.2 million in May 1997 to a high of $103.6 million in August
1997. Since February 5, 1998, we have been performing our own cash management
functions and no longer have any cash invested with ITT.

26
<PAGE>

Net cash provided by operating activities, excluding the $35.5 million
increase in marketable debt securities, was $10.1 million in the nine months
ended September 30, 1998 compared to $13.0 million in the nine months ended
September 30, 1997. This $2.9 million decrease was due primarily to the
decrease in deferred tuition revenues or increase in accounts receivable
discussed above and the decrease in net income as a result of the one-time
expenses, offset by an increase in the amount due ITT under intercompany
agreements that we entered into with ITT at the time of the June 1998 offering.
As of September 30, 1998, we had not paid ITT $6.5 million for estimated
federal income taxes, pension expenses and medical expenses accrued from
January 1, 1998 through the June 1998 offering date, pending the reconciliation
of all accounts between us and ITT pursuant to the terms of such intercompany
agreements. Our settlement of the intercompany accounts with ITT will not have
a material adverse effect on our financial condition, results of operations or
cash flows.

We have generated positive cash flows from operations for the past five
years. Cash flows from operations in 1997 was $14.4 million, a decrease of
$11.7 million from $26.1 million in 1996. This decrease was primarily due to
the decrease in deferred tuition revenue resulting from the July 1, 1997
regulatory change that affects when we receive federal student loan funds, as
discussed above. Cash flows from operations in 1996 was $26.1 million, an
increase of $7.2 million from $18.9 million in 1995. This increase was
primarily due to the increases in operating income and deferred tuition revenue
resulting from increased student enrollment.

At September 30, 1998, we had positive working capital of $63.1 million.
Giving effect to the stock repurchase, we would have had positive working
capital of $13.8 million at September 30, 1998. Deferred tuition revenue, which
represents the unrecognized portion of tuition revenue received from students,
was $21.4 million at September 30, 1998.

An institution may lose its eligibility to participate in some or all Title
IV Programs, if the rates at which the institution's students default on
federal student loans exceed specified percentages. An institution whose cohort
default rate on loans under the Federal Family Education Loan ("FFEL") program
and the William D. Ford Federal Direct Loan ("FDL") program is 25% or greater
for three consecutive federal fiscal years loses eligibility to participate in
those programs for the remainder of the federal fiscal year in which the DOE
determines that the institution has lost its eligibility and for the two
subsequent federal fiscal years. In addition, amendments to the HEA enacted in
connection with the U.S. Congress' reauthorization of the HEA in October 1998
(the "1998 HEA Amendments") provide that if an institution becomes ineligible
to participate in the FFEL and FDL programs following the publication of its
1996 (or any subsequent) federal fiscal year FFEL/FDL cohort default rate, the
institution will also be ineligible to participate in the Federal Pell Grant
("Pell") program for the same period of time.

None of our campus groups (defined as the main campus and its additional
locations or branch campuses) had an FFEL/FDL cohort default rate equal to or
greater than 25% for the 1996 federal fiscal year, the most recent year for
which the DOE has published FFEL/FDL cohort default rates. In June 1998, our
institute in Garland, Texas became ineligible to participate in the FFEL and
FDL programs, because it had FFEL/FDL cohort default rates exceeding 25% for
three consecutive federal fiscal years beginning with the 1993 federal fiscal
year. The Garland institute accounted for approximately 1.7% of our revenues in
1997. The Garland institute can reapply to the DOE to regain its eligibility to
participate in the FFEL and FDL programs on or after October 1, 2000. We have
arranged for an unaffiliated private funding source to provide loans to the
students enrolled in the Garland institute. This alternative financing source
requires us to guarantee repayment of the loans it issues. Based on our
experience with the repayment of Title IV Program loans by students who
attended the Garland institute, we believe that such guaranty should not result
in a material adverse effect on our financial condition, results of operations
or cash flows. We have also decided to stop enrolling new students in the
Garland institute, at least temporarily, while we continue teaching the
students already enrolled. We are considering whether to close the Garland
institute once the students already enrolled have completed their programs of
study or transferred to another school.

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Prior to the 1998 HEA Amendments, the HEA limited how much an institution
could charge a student who withdrew from the institution. A student was only
obligated for a pro rata portion of the education costs charged by the
institution, if the student withdrew during the first 60% of the student's
first period of enrollment. For our institutes, a period of enrollment is
generally an academic quarter. A student who withdrew after the first period of
enrollment was also subject to a refund calculation, but it was not a straight
pro rata calculation. The institution had to refund any monies it collected in
excess of the pro rata or other applicable portion to the appropriate lenders
or Title IV Programs in a particular order.

The 1998 HEA Amendments rescinded the limitation on how much an institution
can charge a withdrawing student, but the standards of most state education
authorities that regulate our institutes (the "SEAs") and the two accrediting
commissions that accredit our institutes (the "Accrediting Commissions")
continue to impose such a limitation. The 1998 HEA Amendments imposed a limit
on the amount of Title IV Program funds a withdrawing student can use to pay
his or her education costs. This new limitation permits a student to use only a
pro rata portion of the Title IV Program funds that the student would otherwise
be eligible to use, if the student withdraws during the first 60% of any period
of enrollment. The institution must refund to the appropriate lenders or Title
IV Programs any Title IV Program funds that the institution receives on behalf
of a withdrawing student in excess of the amount the student can use for such
period of enrollment. The new refund requirements contained in the 1998 HEA
Amendments become effective in October 2000, but an institution may elect to
begin complying with these new standards at an earlier date. We do not plan to
elect to comply with these new standards prior to October 2000.

Depending on the refund policies of the applicable SEAs and Accrediting
Commission, in a variety of instances withdrawing students will still be
obligated to the institution under the new HEA refund requirements for
education costs that the students can no longer pay with Title IV Program
funds. In these instances, we expect that many withdrawing students will be
unable to pay such costs and that we will be unable to collect a significant
portion of such costs. Title IV Program funds are generally paid sooner and are
more collectible than tuition payments from other sources. As a result, if the
new refund requirements remain unchanged, they could have a material adverse
effect on our financial condition, results of operations and cash flows
beginning with our 2001 fiscal year.

A for-profit institution, such as each of our campus groups, becomes
ineligible to participate in Title IV Programs if, on a cash accounting basis,
the institution derives more than 85% of its applicable revenues for a fiscal
year from Title IV Programs. For each of our 1996 and 1997 fiscal years, none
of our campus groups derived more than 81% of its revenues from Title IV
Programs. For our 1997 fiscal year, the range of our campus groups was from
approximately 61% to approximately 80%. The 1998 HEA Amendments increased the
percentage of applicable revenues that a for-profit institution can derive from
Title IV Programs from 85% to 90%. The DOE has indicated orally that it will
apply this amendment beginning with our 1998 fiscal year. The 5% increase in
the percentage of applicable revenues that we can derive from Title IV Programs
will increase the aggregate amount of Title IV Program funds that students can
use to pay their education costs of attending our institutes. Title IV Program
funds are generally paid sooner and are more collectible than tuition payments
from other sources. As a result, this 5% increase should have a positive impact
on our results of operations and cash flows beginning in our 1999 fiscal year.

The DOE, the Accrediting Commissions and most of the SEAs have laws,
regulations and/or standards (collectively "Regulations") pertaining to the
change in ownership and/or control (collectively "change in control") of
institutions, but these Regulations do not uniformly define what constitutes a
change in control. When a change in control occurs under the DOE's Regulations,
an institution immediately becomes ineligible to participate in Title IV
Programs and can only receive and disburse certain Title IV Program funds that
were previously committed to its students, until it has applied for
certification and is reinstated by the DOE to continue Title IV Program
participation under its new ownership and control. The DOE's Regulations also
require that all of our institutes in a particular campus group have their
state authorizations and accreditations reaffirmed or reestablished before any
institute in that campus group can regain its eligibility from the DOE.

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We have notified the DOE, the SEAs and the Accrediting Commissions of this
offering. The DOE and the Accrediting Council for Independent Colleges and
Schools ("ACICS"), which accredits three of our institutes, have advised us
that this offering will not be a change in control under their Regulations, but
this offering will be a change in control under the Regulations of some of the
SEAs. The Accrediting Commission of Career Schools and Colleges of Technology
("ACCSCT"), which accredits 61 of our institutes, has advised us that it is
unnecessary for it to determine whether this offering is a change in control
under its Regulations, and that none of our institutes' accreditation by the
ACCSCT will be affected by this offering. As a result, this offering will not
affect our ability to participate in Title IV Programs, unless any SEA or SEAs
that consider this offering to be a change in control fail to reauthorize any
of our institutes. Many SEAs require that they approve a change in control
before it occurs, while others will only review a change in control after it
occurs. We have obtained all of the approvals of this offering from the SEAs
that require advance approval. Following this offering, we believe that we will
be able to obtain all of the approvals from the SEAs that require approval
after this offering occurs, but we cannot assure you that we will receive them
in a timely manner. A material adverse effect on our financial condition,
results of operations and cash flows could result if we are unable to obtain
these approvals or if we do not obtain these approvals in a timely manner. The
California SEA, which normally requires advance approval, has advised us that
it will not determine whether this offering is a change in control until after
the closing of this offering. It has also advised us that the provisions of the
California Education Code that provide for termination of its existing
authorization of our California institutes if advance approval is not obtained
do not apply to this offering. Eleven of our institutes are located in
California.

A change in control could occur as a result of future transactions in which
we, our institutes or a parent company as defined in DOE regulations are
involved. Some corporate reorganizations and some changes in the boards of
directors of such corporations are two examples of such transactions. A
material adverse effect on our financial condition, results of operations and
cash flows would result if we had a change in control and a material number of
our institutes failed, in a timely manner, to be reauthorized by their SEAs,
reaccredited by their Accrediting Commissions or recertified by the DOE to
participate in Title IV Programs. See "Business--Change in Control."

Our capital assets consist primarily of classroom and laboratory equipment
(such as computers, electronic equipment and robotic systems), classroom and
office furniture and leasehold improvements. We lease all our building
facilities. Capital expenditures totaled $11.5 million during 1997 and included
expenditures of $1.6 million for new technical institutes, $1.9 million to
expand curricula offerings at existing institutes, $7.3 million to replace or
add furniture or equipment at existing institutes and $0.7 million on leasehold
improvements. Leasehold improvements represent part of our continuing effort to
maintain our existing facilities in excellent condition. Capital expenditures
increased by $3.6 million to $11.5 million in 1997 from $7.9 million in 1996,
principally due to the expenditure of approximately $3.0 million for the
acquisition of new computers in 1997. The new computers were required to
accommodate a software upgrade for our computer-aided drafting technology
curriculum. New institutes have large capital additions in the first two years.
To date, cash generated from operations has been sufficient to meet our capital
expenditures.

We plan to continue to upgrade and expand current facilities and equipment.
We expect that 1998 capital expenditures will be approximately $11.5 million,
of which we have expended $8.8 million through September 30, 1998. The capital
additions for a new institute are approximately $0.4 million and the capital
expenditures for each new curriculum at an existing institute are approximately
$0.3 million. We anticipate that our planned capital additions can be funded
from cash flows from operations. Cash flows from operations on a long-term
basis are highly dependent upon the receipt of Title IV Program funds and the
amount of funds spent on new institutes, curricula additions at existing
institutes and possible acquisitions.

We believe that the reduction in cash and cash equivalents and marketable
debt securities that will be used to effect the stock repurchase will not have
a material adverse effect on our expansion plans, planned capital expenditures,
ability to meet any applicable regulatory financial responsibility standards or
ability to conduct normal operations.

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YEAR 2000 COMPLIANCE

The Year 2000 Problem. Many information technology ("IT") hardware and
software systems ("IT Systems") and non-IT Systems containing embedded
technology, such as microcontrollers and microchip processors ("Non-IT
Systems") can only process dates with six digits (e.g., 06/26/98), instead of
eight digits (e.g., 06/26/1998). This limitation may cause IT Systems and Non-
IT Systems to experience problems processing information with dates after
December 31, 1999 (e.g., 01/01/00 could be processed as 01/01/2000 or
01/01/1900) or with other dates, such as September 9, 1999, which was a date
traditionally used as a default date by computer programmers. These problems
may cause IT Systems and Non-IT Systems to suffer miscalculations, malfunctions
or disruptions. These problems are commonly referred to as "Year 2000" or "Y2K"
problems. We are unable at this time to assess the possible impact on our
financial condition, results of operations and cash flows that may result from
any disruptions to our business caused by Y2K problems in any IT Systems and
Non-IT Systems that we control or that any third party with whom we have a
material relationship controls. We do not believe at the current time, however,
that the cost to remedy our internal Y2K problems will have a material adverse
effect on our results of operations or cash flows.

Our State of Readiness. We have begun to implement a plan to ensure that the
IT Systems and material Non-IT Systems that we control are Y2K compliant before
January 1, 2000. In the first phase of the plan, we assessed the potential
exposure of our IT Systems and material Non-IT Systems to Y2K problems. We have
completed this phase. In the second phase, which we have also completed, we
designed a procedure to remediate our exposure to Y2K problems in the IT
Systems and material Non-IT Systems that we control. We are currently in the
third phase, which involves the actual remediation of the IT Systems and
material Non-IT Systems that we control. After we complete the third phase, we
will begin the fourth and final phase of testing the remediation to the IT
Systems and material Non-IT Systems that we control to ensure Y2K compliance.
We plan to complete the testing phase by June 30, 1999.

We believe that we have identified all IT Systems and material Non-IT Systems
that we control that may require Y2K remediation. We have 12 people (both
employees and outside consultants) dedicated to completing enhancements to our
IT Systems, which include our accounting, human resources, financial services,
admissions, education, recruitment and career services systems. We have been
enhancing our IT Systems on a continuous basis since 1996 and we did not
accelerate these enhancements due to any Y2K problems. These enhancements will
also address the Y2K problems with our IT Systems. We plan to complete these
enhancements by March 31, 1999.

We have dedicated two employees to either remediate or cause the remediation
of material Non-IT Systems that we control and that we have identified as
possessing a Y2K problem. We plan to complete the remediation of these Non-IT
Systems by March 31, 1999. We acquired many of these Non-IT Systems during the
past few years and we believe that a substantial number of these newer systems
do not possess a Y2K problem. In addition, the vendors of many of these Non-IT
Systems have warranted them to be Y2K compliant. We have contacted the third
parties who control our other material Non-IT Systems (including, without
limitation, our communication systems, security systems, electrical systems and
HVAC systems) to assess whether any of these systems possess a Y2K problem that
could adversely affect our operations if a malfunction occurred. We have also
implemented procedures to help ensure that any new Non-IT Systems that we
acquire or utilize are Y2K compliant.

We have identified and begun to contact the third parties whose lack of Y2K
compliance may pose problems for us, such as federal and state regulators,
Accrediting Commissions, guaranty agencies, lenders, computer software and
hardware suppliers and book vendors. The General Accounting Office reported in
September 1998 that the DOE's delay in addressing the Y2K problems in its IT
Systems and the DOE's limited progress in making contingency plans should its
IT Systems fail could result in serious disruptions in the DOE's administration
of, and disbursement of funds under, Title IV Programs. In the DOE's November
1998 report on Y2K compliance submitted to the Office of Management and Budget,
the DOE stated that nine of its 15 mission-critical IT Systems are fully Y2K
compliant. According to this report, the DOE's IT System that tracks FFEL
program loans is the only DOE IT System relating to federal student financial
aid that is not Y2K compliant. The DOE reported that this IT System will be Y2K
compliant by March 31, 1999.

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The Costs to Address Our Year 2000 Issues. We have expended approximately
$25,000 in direct costs through September 30, 1998 to identify and remediate
our Y2K problems. This amount does not include:

. the salaries of our employees involved in the remediation process;

. the cost of the enhancements to our IT Systems, because we did not
accelerate the enhancements due to Y2K problems; and

. the cost to us of replacing any Non-IT Systems or acquiring any new Non-
IT Systems in the normal course of our operations and not because of any
Y2K problems.

Based on our current assessment of our Y2K problems, we estimate that our
remediation efforts will cost between $50,000 and $100,000 for the IT Systems
and material Non-IT Systems that we control to become Y2K compliant,
representing up to 10% of our IT budget. Approximately 75% of this amount will
be used, if necessary, to replace computer hardware and software and other Non-
IT Systems equipment owned by us at our institutes. This amount does not
include any costs associated with remediating any Y2K problems suffered by any
third parties' IT Systems and Non-IT Systems that may affect our operations.
Our operations will fund our Y2K remediation efforts.

The Risks Associated With Our Year 2000 Issues. The remediation of our Y2K
problems will increasingly cause us to defer some existing and contemplated
projects, particularly those involving our personnel conducting the Y2K
remediation. Although we are unable at this time to quantify our internal
indirect costs resulting from our Y2K problems, we do not believe that the cost
of remediating our internal Y2K problems or the lost opportunity costs arising
from diverting the efforts of our personnel to the remediation will have a
material adverse effect on our financial condition, results of operations or
cash flows. We do not intend to use any independent verification or validation
processes to assure the reliability of our risk or cost estimates associated
with our Y2K problems.

We have begun to outline several possible worst case scenarios that could
arise from our Y2K problems. At this time, however, we have insufficient
information to assess the likelihood of any worst case scenario. Our most
reasonably likely worst case Y2K scenarios involve:

. significant delays in our receipt of federal and state student financial
aid in payment of students' education costs of attending our institutes;

. significant delays or interruptions in the eligibility to participate in
Title IV Programs, approval to operate or accreditation of our institutes
that are undergoing their initial, or a renewal of, such eligibility,
approval or accreditation; and

. significant delays in obtaining authorization to offer new programs of
study for which our institutes have applied.

In 1997, we derived approximately 70% of our revenues from Title IV Programs
administered by the DOE. In addition, a number of our institutes participate in
various state student financial aid programs administered by SEAs that, in the
aggregate, generate a material portion of our revenues. In 1997, one lender
provided approximately 62% of all FFEL program loans received by our students,
and one student loan guaranty agency guaranteed approximately 94% of all FFEL
program loans received by our students. As a result, we must depend on the
ability of the DOE, the SEAs and our primary student loan lender and guaranty
agency to resolve their Y2K problems. If any of these parties were to
experience a Y2K problem that significantly delays our receipt of federal or
state student financial aid in payment of students' education costs, it could
have a material adverse effect on our financial condition, results of
operations and cash flows. Similarly, an interruption in our institutes'
operations could occur if, due to a Y2K problem:

. the DOE is unable to timely grant or renew an institute's eligibility to
participate in Title IV Programs;

. any SEA is unable to timely approve an institute to operate or renew such
approval; or

. either Accrediting Commission is unable to timely accredit an institute
or renew such accreditation.

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A prolonged delay or interruption for a significant number of institutes could
have a material adverse effect on our financial condition, results of
operations and cash flows. We are unable to independently assess the Y2K
readiness of any of these third parties at this time.

Contingency Plan. We have developed a contingency plan for the IT Systems and
material Non-IT Systems that we control. We have dedicated two employees to
remediate an IT System that will become obsolete after we finish the
enhancements to our IT Systems. We plan to complete the remediation of this IT
System by March 31, 1999. If the enhancements to our IT Systems are not
finished before January 1, 2000, we hope to avoid any disruption to our
business by using this other IT System. Our contingency plan with respect to
the material Non-IT Systems that we control includes, among other things,
investigating the availability and replacement cost of such Non-IT Systems that
have Y2K problems, isolating such systems that are not Y2K compliant so that
they do not affect other systems, and adjusting the clocks on such Non-IT
Systems that are not date sensitive. We believe that we could substitute other
student loan lenders and guaranty agencies for our primary lender and guaranty
agency if either of these parties experienced a Y2K problem that could
significantly delay our receipt of federal or state student financial aid in
payment of students' education costs of attending our institutes. Our current
financial resources would also help us weather any such delay. Otherwise, we
have no contingency plan, and do not intend to create a contingency plan, for
the IT Systems and Non-IT Systems that are not controlled by us, including the
third party IT Systems of the DOE, the SEAs and the Accrediting Commissions on
which we rely.

NEW ACCOUNTING PRONOUNCEMENTS

We are required to adopt the Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," and SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information," and begin
reporting the financial information required under these statements beginning
with our 1998 fiscal year. Our adoption of these standards will not have a
material impact on the financial information we will report for 1998 or future
periods.

The American Institute of Certified Public Accountants (the "AICPA") issued
Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," in March 1998. SOP 98-1
provides guidance on accounting for the costs of computer software developed or
obtained for internal use and requires us to capitalize costs incurred in the
application development stage (whether internal or external). Costs incurred
prior to initial application of this SOP, whether or not capitalized, should
not be adjusted to the amounts that would have been capitalized had this SOP
been in effect when those costs were incurred. We adopted this SOP effective
July 1, 1998, which increased net income by $0.3 million ($0.01 per share) in
the nine months ended September 30, 1998.

Additionally, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities," in April 1998. SOP 98-5 provides guidance on the financial
reporting of start-up costs and requires the cost of start-up activities to be
expensed as incurred. This SOP is applicable to all financial statements for
fiscal years beginning after December 15, 1998. Initial application should be
reported as a cumulative effect of a change in accounting principle as
described in Accounting Principles Board (APB) Opinion No. 20, "Accounting
Changes." We intend to adopt this standard in the first quarter of 1999. The
cumulative effect of the change in accounting is not expected to have a
material effect on our 1999 operating results.

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BUSINESS

BACKGROUND

Prior to our initial public offering, which we completed on December 27,
1994, we were a wholly owned subsidiary of ITT Corporation, formerly a Delaware
corporation and now known as ITT Industries, Inc., an Indiana corporation ("Old
ITT"). On September 29, 1995, ITT succeeded to the interests of Old ITT in the
beneficial ownership of 83.3% of our common stock, as part of the division of
Old ITT's businesses among itself and two of its wholly owned subsidiaries
(including ITT) and distribution of all the outstanding common stock of ITT and
the other subsidiary to the shareholders of Old ITT, which occurred on December
19, 1995. On February 23, 1998, Starwood Hotels acquired ITT. Starwood Hotels
is the largest hotel and gaming company in the world in terms of revenue and
owns, manages or franchises a geographically diversified portfolio of
approximately 650 hotel properties. On June 9, 1998, ITT sold 13,050,000 shares
of our common stock in a public offering, reducing ITT's beneficial ownership
to 35%.

We are a Delaware corporation incorporated in 1946. Old ITT acquired us in
1966, and we changed our name to ITT Educational Services, Inc. in 1969. Our
principal executive offices are located at 5975 Castle Creek Parkway, North
Drive, Indianapolis, Indiana 46250, and our telephone number is (317) 594-9499.

OVERVIEW

We are a leading provider of technology-oriented postsecondary degree
programs in the United States based on revenues and student enrollment. We
offer associate, bachelor and master degree programs and non-degree diploma
programs to approximately 27,000 students. We currently have 65 institutes
located in 27 states. We design our education programs, after consultation with
employers, to help graduates begin to prepare for careers in various fields
involving technology. As of September 30, 1998, approximately 99% of our
students were enrolled in a degree program, with approximately 73% enrolled in
electronics engineering technology ("EET") related programs and approximately
25% enrolled in computer-aided drafting technology ("CAD") related programs.
Employers who have hired our graduates primarily include small, technology
companies, but also include large corporations, such as AT&T, Intel, Microsoft
and General Electric. Additionally, many federal and local government agencies,
including the Federal Bureau of Investigation and the Central Intelligence
Agency, have hired our graduates. We have provided career-oriented education
programs for over 30 years and our institutes have graduated over 125,000
students since 1976.

We have grown significantly during the past 18 years. Of the 65 institutes we
currently operate, we established 53 since January 1, 1981. We established 17
of these institutes in the last five years. The number of students attending
our institutes has increased 32% from 18,539 students on December 31, 1992 to
24,498 students on December 31, 1997. Total revenues increased 74% from $150.4
million in 1992 to $261.7 million in 1997, an 11.7% compound annual growth
rate. Operating income increased 116% from $12.1 million in 1992 to $26.2
million in 1997, a 16.7% compound annual growth rate. Net income increased 148%
from $7.7 million in 1992 to $19.1 million in 1997, a 20.0% compound annual
growth rate. Our student enrollment and financial performance for the nine-
month period ending September 30, 1998, adjusted for one-time expenses, are
consistent with these growth rates.

We expect that the demand for postsecondary education will continue to
increase over the next several years as a result of favorable demographic,
economic and social trends. These trends include, based on data from the DOE,
data from the Bureau of Labor Statistics and data collected in the Current
Population Survey conducted by the Bureau of the Census:

. a 24% projected increase in the number of new high school graduates from
approximately 2.5 million in 1994 to approximately 3.1 million in 2004;

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. the relatively small percentage of adults over age 25 who possess a
bachelor degree (approximately 23% in 1995);

. an increasing number of high school graduates attending postsecondary
educational institutions (65% in 1996 versus 53% in 1983);

. a projected increase of 1.1 million in the number of new information
technology jobs between 1996 and 2006; and

. a heightened recognition of the importance of postsecondary education to
an individual's career prospects.

We believe that we are well positioned to take advantage of the increasing
demand for postsecondary education programs for the following reasons:

Employment Oriented Education. Our institutes offer curricula designed to
teach the technical knowledge and skills desired by many employers for
entry-level positions. Unlike the undergraduate curriculum offered by many
two- and four-year colleges, we have designed our undergraduate curriculum,
after consultation with employers, to help graduates begin to prepare for
careers in various fields involving technology. Our headquarters curriculum
managers, as well as advisory committees comprised of representatives of
employers, review our curricula on a regular basis to respond to changes in
technology and industry needs. We believe that our graduate employment
rates show the strength of our programs and career services. Based on
information provided by graduates and employers, approximately 90% of our
institutes' 1997 graduates, other than graduates who continued in a
bachelor degree program at one of our institutes, had obtained employment
or were already employed in fields involving their programs of study as of
April 24, 1998, the end of the most recently completed statistical year.

Programs Designed for the Convenience of Students. We design the programs
offered by our institutes to provide students flexibility in scheduling
classes. Each of our institutes operates year-round and offers
undergraduate programs on a quarterly basis, typically with four 12-week
quarters during a year. This year-round format allows students to complete
their program of study and enter the work force more rapidly than students
attending traditional colleges. We typically offer classes in most of our
programs in four-hour sessions, five days a week, generally in the morning,
afternoon and evening, which allows our students to work while attending
our institutes. Programs of study are substantially standardized throughout
our institutes, providing greater uniformity and enabling students to
transfer, if necessary, to the same program offered at another institute
with less disruption to their education. We believe this standardization
also provides curriculum quality and consistency throughout our institutes,
which increases the marketability of our graduates to employers.

Financial Strength and Regulatory Compliance. We believe that our
financial strength enables us to capitalize on expansion opportunities,
while devoting resources to complying with federal and state regulatory
requirements. As of September 30, 1998, after giving effect to this
offering and our stock repurchase, we would have had $50.7 million in cash
and marketable debt securities and no debt.

BUSINESS STRATEGY

ENHANCE RESULTS AT THE INSTITUTE LEVEL

Increase Enrollments at Existing Institutes. In each of the last two
fiscal years, we increased our student enrollment at those institutes open
for more than 24 months by an average of approximately 6.7%. We believe
that current demographic and employment trends will allow us to enroll a
greater number of recent high school graduates. In addition, we intend to
increase recruiting efforts aimed at enrolling more working adults.

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Broaden Availability of Current Program Offerings. We intend to continue
expanding the number of program offerings at our existing institutes. Our
objective is to offer at least three programs at each institute. Our 65
institutes provide significant potential for the introduction of existing
programs to a broader number of institutes. Since January 1, 1994, we have
increased the number of institutes which offer three or more programs from
16 to 33. We believe that introducing new programs at existing institutes
will attract more students. In 1998, we increased the number of program
offerings at 12 existing institutes, and in 1999 we intend to increase the
number of program offerings at approximately 21 additional existing
institutes.

Develop or Acquire Additional Degree Programs. We plan to introduce
degree programs in additional fields of study and at different degree
levels. We have introduced five new degree programs at 15 institutes since
December 1995, which had approximately 550 students enrolled at September
30, 1998. In 1998, we launched our first program in information technology,
an associate degree program in Computer Network Systems Technology, at
three institutes. We intend to introduce this program at 13 additional
institutes in 1999 and we plan to begin testing three additional
information technology degree programs in 1999. We believe that introducing
new programs can attract a broader base of students and can motivate
current students to extend their studies.

Extend Total Program Duration. We have increased the number of institutes
that offer bachelor degree programs to graduates of our associate degree
programs. Since January 1, 1994, the number of our institutes which offer
bachelor degree programs increased from 13 to 28. As a result, the average
combined total program time a student remains enrolled in our programs has
increased from 18 months in 1986 to 24 months in 1997. The newly introduced
associate degree program in Computer Network Systems Technology is 24
months in duration. We expect that the average combined total program time
of our students will increase further as additional bachelor degree
programs are added at our institutes.

Improve Student Outcomes. We strive to improve the graduation and
graduate employment rates of our undergraduate students by providing
extensive academic and career services and dedicating significant
administrative resources to career services. From 1993 through 1997, the
percentage of graduates of our institutes (other than graduates who
continued in a bachelor degree program at one of our institutes) who were
employed or already working in fields involving their programs of study
increased from 83% to 90%.

INCREASE THE NUMBER OF OUR INSTITUTES

We plan to add new institutes at sites throughout the United States.
Using our proprietary methodology, we determine locations for new
institutes based on a number of factors, including demographics and
population and employment growth. We opened three new institutes in each of
1997 and 1998, and we intend to open at least four new institutes in 1999.
New institutes open for less than 24 months had a total of 944 students
enrolled at September 30, 1998. We will continue to consider acquiring
schools located in markets where our institutes are not presently located.

INCREASE MARGINS BY LEVERAGING FIXED COSTS AT INSTITUTE AND HEADQUARTERS
LEVELS

By optimizing school capacity and class size, we have been able to
increase revenues from increased enrollment without incurring a
proportionate increase in fixed costs at our institutes. In addition, we
have realized substantial operating efficiencies by centralizing management
functions and implementing operational uniformity among our 65 institutes.
Expenses incurred at our headquarters (including the district offices)
declined as a percentage of revenues from 6.8% in 1993 to 5.3% in 1997 as a
result of these operating efficiencies. We will continue to seek to improve
margins by increasing enrollments and revenues without incurring a
proportionate increase in fixed costs at our institutes.

PROGRAMS OF STUDY

We offer 15 degree programs and several diploma programs in various fields of
study. All of our institutes offer a degree or diploma program in EET and 59
institutes offer a degree or diploma program in CAD. Together the EET and CAD
programs comprise the core of our institutes' program offerings. The table
below sets forth information regarding the programs of study we offered as of
September 30, 1998.

35
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF INSTITUTES OFFERING AT NUMBER OF STUDENTS ENROLLED AT
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
--------------------------------- ----------------------------------------
MASTER BACHELOR ASSOCIATE MASTER BACHELOR ASSOCIATE
PROGRAM OF STUDY DEGREE DEGREE DEGREE DIPLOMA DEGREE DEGREE DEGREE DIPLOMA TOTAL
- ---------------- ------ -------- --------- ------- ------ -------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Project Management...... 1 -- -- -- 62 -- -- -- 62
Electronics Engineering
Technology............. -- 19 63 1 -- 991 18,332 81 19,404
Computer-Aided Drafting
Technology............. -- -- 58 1 -- -- 5,981 48 6,029
Automated Manufacturing
Technology (1)......... -- 5 -- -- -- 339 -- -- 339
Tool Engineering
Technology (2)......... -- -- 3 -- -- -- 209 -- 209
Architectural
Engineering Technology
(2).................... -- -- 3 -- -- -- 195 -- 195
Industrial Design (2)... -- 3 -- -- -- 105 -- -- 105
Computer Visualization
Technology (2)......... -- 5 -- -- -- 170 -- -- 170
Chemical Technology..... -- -- 3 -- -- -- 152 -- 152
Telecommunications
Engineering Technology
(1).................... -- 3 -- -- -- 193 -- -- 193
Computer Network Systems
Technology............. -- -- 1 -- -- -- 24 -- 24
Hospitality (3)......... -- 1 1 -- -- 18 21 -- 39
Other Programs of Study
(4).................... -- -- 3 2 -- -- 270 122 392
--- ----- ------ --- ------
Total.................. 62 1,816 25,184 251 27,313
=== ===== ====== === ======
</TABLE>
- --------
(1) EET related program.
(2) CAD related program.
(3) In our normal course of operations, we review the operations and viability
of all of our programs of study (including the marketing, recruitment and
enrollment procedures and materials relating to the programs) and, from
time to time, we make changes with respect to each of our programs. Due to
the continuing lack of profitability of the Hospitality programs, we have
ceased enrolling new students in the associate degree Hospitality program
and intend to cease offering the associate degree Hospitality program once
all students currently enrolled in the program have an opportunity to
complete it. We also intend to cease offering the bachelor degree
Hospitality program once all students currently enrolled in the program
have an opportunity to complete it and all students currently enrolled in
the associate degree Hospitality program have an opportunity to enroll in
and complete the bachelor degree Hospitality program.
(4) Other programs consist of Business Technology and Administration, Business
Management and Accounting, Automotive Service Technology and Heating/Air
Conditioning/Refrigeration.

As of September 30, 1998, approximately 73% of our students were enrolled in
EET related programs and approximately 25% were enrolled in CAD related
programs. We design our EET programs to help graduates begin to prepare for
careers in various fields involving EET by providing students a practical
education with respect to specific electronic circuits and specialized
techniques. Our bachelor degree EET program offers a broader foundation in EET
through the study of subjects such as circuit analysis, computer programming,
computer operating systems and advanced communications systems. Graduates of
the programs have obtained a variety of entry-level positions in various fields
involving EET, such as electronics product design and fabrication,
communications, computer technology, industrial electronics, instrumentation,
telecommunications and consumer electronics. We design our CAD program to help
graduates begin to prepare for careers in various fields involving CAD through
the teaching of computer-aided drafting techniques and conventional drafting
methods. Graduates have obtained a variety of entry-level positions in various
fields involving CAD, such as computer-aided drafting, electrical and
electronics drafting, mechanical drafting, architectural and construction
drafting, civil drafting, interior design and landscape architecture.

36
<PAGE>

We generally organize the academic schedule of undergraduate programs at our
institutes on the basis of four 12-week quarters of instruction with new
students beginning at the start of each academic quarter. Students can complete
our associate degree programs in eight academic quarters or less, and bachelor
degree programs in 12 academic quarters (including academic quarters completed
as part of a related associate degree program). We typically offer classes in
most programs in four-hour sessions five days a week and, depending on student
enrollment, sessions are generally available in the morning, afternoon and
evening. This class schedule generally provides students with the flexibility
to pursue part-time employment opportunities. Based on student surveys, we
believe that a substantial majority of our students work at least part-time
during their programs of study.

We organize the academic schedule of the Master of Project Management ("MPM")
program, currently our only graduate degree program of study, on a non-term
basis. Students attending the MPM program take one- to six-week courses
sequentially one at a time. Students can complete the MPM program in 21 months.
We typically offer classes in the MPM program in four-hour sessions one night a
week, which generally accommodates students working full-time jobs. Students
may generally begin the MPM program once the minimum number of applicants
necessary to begin a new class has been assembled. Our Indianapolis institute,
which offers the MPM program at various sites throughout Indiana, is the only
institute that presently offers the MPM program. The limited scope of the DOE's
recognition of the ACCSCT currently prevents us from offering the MPM program
at other institutes. It also prevents our students from participating in Title
IV Programs to pay their education costs. We have arranged for an unaffiliated,
private funding source to provide loans to the students in our MPM program.

Our institutes' programs of study blend traditional academic content with
applied learning concepts and have the objective of helping graduates begin to
prepare for a changing economic and technological environment. A significant
portion of a typical student's day in an associate degree program at one of our
institutes involves practical study in a lab environment.

The content of technical courses in each program of study is substantially
standardized among our institutes to provide greater uniformity and to better
enable students to transfer, if necessary, to the same programs offered at
other institutes with less disruption to their education. We regularly review
each curriculum to respond to changes in technology and industry needs. Each of
our institutes has established an advisory committee for each field of study,
which is comprised of representatives of local employers. These advisory
committees assist our institutes in assessing and updating curricula, equipment
and laboratory design. In addition to courses directly related to a student's
program of study, degree programs may also include general education courses,
such as economics, humanities, oral and written communications, environmental
science and social psychology.

Tuition for a student entering an undergraduate program in September 1998 for
three consecutive academic quarters (the equivalent of an academic year at
traditional two- and four-year colleges) is $7,502 for the EET program and
$8,879 for the CAD program. We set a student's tuition cost for a program of
study at the time the student enrolls in the program, provided the student
remains continually enrolled in the program and does not repeat any courses.
The majority of students attending one of our institutes lived in that
institute's metropolitan area prior to enrollment. We do not provide any
student housing.

STUDENT RECRUITMENT

We strive to attract students with the motivation and ability to complete the
career-oriented educational programs offered by our institutes. To generate
interest among potential students, we engage in a broad range of activities to
inform potential students and their parents about our institutes and the
programs they offer. These activities include television and other media
advertising, direct mailings and high school visits.

37
<PAGE>

We centrally coordinate and develop our television advertising. We direct our
television advertising at a combination of both the national market and the
local markets in which our institutes are located. Our television commercials
generally include a toll free telephone number for direct responses and
information about the location of our institutes in the area. We centrally
receive, track and promptly forward direct responses to our television
advertising to the appropriate institute representatives to contact prospective
students and schedule interviews. We target our direct mail campaigns at high
school students and other potential postsecondary students. We centrally
receive, track and forward responses to direct mail campaigns to the
appropriate institute representatives.

We employ a director of recruitment at each of our institutes, who reports to
the director of such institute. We centrally establish, but implement at the
local level, recruiting policies and procedures, as well as standards for
hiring and training representatives. We employ approximately 75 high school
coordinators who make thousands of presentations to students at high schools
annually. These coordinators promote our institutes and obtain information
about high school juniors and seniors who may be interested in attending our
institutes. As of September 30, 1998, we employed approximately 475 other
representatives to assist in local recruiting efforts. As of September 30,
1998, approximately 235 representatives performed their services solely in
student recruitment offices located at each of our institutes, while
approximately 240 representatives worked outside these offices and visited the
homes of high school seniors and other prospective students.

Local representatives of an institute pursue expressions of interest from
potential undergraduate students by contacting prospective students and
arranging for interviews either at such institute or at prospective students'
homes. We have designed these interviews to establish a prospective student's
qualifications, academic background, interests, motivation and goals for the
future. Our interviewers typically show a video providing information about our
institutes and our programs of study to the prospective undergraduate students.
We pursue expressions of interest from potential graduate students by
contacting them and arranging for their attendance at an informational seminar
providing information about the institute and the MPM program.

We monitor the effectiveness of our various marketing efforts and try to
determine the extent to which each of our marketing efforts results in student
enrollments. We estimate that in 1997 television advertising produced 39% of
student enrollments at our institutes, high school coordinators accounted for
14%, referrals accounted for 15%, direct mail campaigns accounted for 11%,
associate degree graduates enrolling in a bachelor degree program accounted for
6% and the remaining 15% were classified as miscellaneous.

Student recruitment activities are subject to substantial regulation at both
the state and federal level. Most states have bonding and licensing
requirements that apply to many of our representatives. Our National Director
of Recruitment and the directors of field recruitment and training oversee the
implementation of recruitment policies and procedures. In addition, our
internal audit department generally reviews the recruiting practices relating
to the execution and completion of enrollment agreements at each of our
institutes on an annual basis.

STUDENT ADMISSIONS AND RETENTION

We strive to ensure that incoming students have the necessary academic
background to complete their chosen programs of study. We require all
applicants for admission to any of our institutes' associate degree or diploma
programs to have a high school diploma or a recognized equivalent and to pass
an admissions examination. Students interested in bachelor degree programs or
the MPM program must satisfy additional admissions criteria that generally
require, among other things: (1) in the case of bachelor degree programs, the
student first earn an associate degree, complete an equivalent level program or
complete an equivalent number of credit hours of coursework in the same or
related subject matter; and (2) in the case of the MPM program, the student
first earn a bachelor degree and possess at least three years' full-time work
experience. Students of varying ages and backgrounds attend our institutes. At
September 30, 1998, approximately 93% of the students were high school
graduates and the remaining students possessed the recognized equivalent of a
high school diploma. In addition, approximately 33% of the students had some
postsecondary educational experience prior

38
<PAGE>

to entering one of our institutes for the first time. Approximately 36% of the
students were 19 years of age or younger, 34% were between 20 and 24 years of
age, 18% were between 25 and 30 years of age and 12% were age 31 or over. Male
students accounted for approximately 88% of total enrollment as of September
30, 1998, while total minority enrollment at our institutes (based on
applicable federal classifications) was approximately 33%.

The faculty and staff at each of our institutes strive to help students
overcome obstacles to the completion of their programs of study. As is the case
in other postsecondary institutions, however, students often fail to complete
their programs for a variety of personal, financial or academic reasons.
Student withdrawals prior to program completion not only affect the student,
they also have a negative regulatory, financial and marketing effect on the
institute. To minimize student withdrawals, each of our institutes devotes
staff resources to assist and advise students regarding academic and financial
matters. We encourage academic advising and tutoring in the case of
undergraduate students experiencing academic difficulties. We also offer
assistance and advice to undergraduate students looking for part-time
employment and housing. In addition, we consider factors relating to student
retention in the performance evaluation of all our instructors.

Students are most likely to withdraw before they begin their second academic
quarter of study at our institutes. Approximately 22% of all students who
enroll in our institutes withdraw before their second academic quarter of study
and approximately 23% withdraw at some point after the start of their second
quarter. As a result, new institutes generally have higher withdrawal rates
than institutes which have been open for five or more years. Approximately 70%
of all students who continue their education past their first academic quarter
complete their education at one of our institutes.

GRADUATE EMPLOYMENT

Our institutes have graduated over 125,000 students since 1976. We believe
that the success of graduates from undergraduate programs who begin their
careers in fields involving their programs of study is critical to the ability
of our institutes to continue to recruit undergraduate students. We try to
obtain data on the number of undergraduate students employed following
graduation. The reliability of such data depends largely on information that
students and employers report to us. Based on this information, we believe that
students graduating from our institutes' undergraduate programs during the
years listed below obtained employment or were already employed in fields
involving their programs of study by June 30 or earlier of the year following
graduation, as set forth below:

<TABLE>
<CAPTION>
PERCENT OF EMPLOYABLE
GRADUATES WHO OBTAINED
EMPLOYMENT OR WERE ALREADY
NUMBER OF EMPLOYED IN FIELDS
YEAR OF EMPLOYABLE INVOLVING THEIR PROGRAMS
GRADUATION GRADUATES(1) OF STUDY
---------- ------------ --------------------------
<S> <C> <C>
1997.............................. 8,248 90%
1996.............................. 8,422 88%
1995.............................. 8,005 87%
1994.............................. 7,459 85%
1993.............................. 7,015 83%
</TABLE>
- --------
(1) Employable graduates exclude graduates who continue in a bachelor degree
program at one of our institutes.

Each of our institutes employs personnel to offer students and graduates of
undergraduate programs career services. These persons assist in job searches
and solicit employment opportunities from employers. In addition, undergraduate
students receive instruction during their programs of study on job search
techniques, the use of relevant reference materials, the composition of resumes
and letters of introduction and the

39
<PAGE>

appropriate preparation, appearance and conduct for interviews. We do not offer
career services to students in the graduate program of study. The increase in
employment rates set forth in the table above may also be due in part to
improved conditions in the economy as a whole.

Based on information from students and employers who responded to our
inquiries, we estimate that average annual starting salaries reported for 1997
graduates of certain programs offered by our institutes who obtained employment
or were already employed in fields involving their programs of study were as
follows:

<TABLE>
<CAPTION>
AVERAGE
NUMBER OF ANNUAL
EMPLOYABLE SALARY
GRADUATES UPON
PROGRAM OF STUDY IN 1997(1) GRADUATION
- ---------------- ---------- ----------
<S> <C> <C>
Automated Manufacturing Technology (Bachelor Degree).... 310 $28,440
Electronics Engineering Technology (Bachelor Degree).... 786 $27,228
Industrial Design (Bachelor Degree)..................... 57 $26,592
Computer-Aided Drafting Technology, Tool Engineering
Technology and Architectural Engineering Technology
(Associate Degree and Diploma)......................... 2,429 $21,286
Electronics Engineering Technology (Associate Degree and
Diploma)............................................... 4,271 $23,172
</TABLE>
- --------
(1) Employable graduates exclude graduates who continue in a bachelor degree
program at one of our institutes.

Average annual salaries upon graduation for our graduates may vary
significantly among our institutes depending on local employment conditions and
each graduate's background. Initial employers of graduates from our institutes'
undergraduate programs include both small, technology-oriented companies and
well recognized corporations.

FACULTY

We hire faculty members in accordance with criteria established by us, the
Accrediting Commissions and the SEAs. We strive to hire faculty with related
work experience and academic credentials to teach most technical subjects.
Faculty members typically include education supervisors, who act as department
chairs for a program of study, and various categories of instructors. As of
September 30, 1998, our institutes employed 1,103 full-time faculty members and
307 part-time faculty members. The ratio of our total number of students to all
full-time instructors at our institutes is approximately 29 to 1.

ADMINISTRATION AND EMPLOYEES

Each of our institutes is administered by a director who has overall
responsibility for the management of the institute. The administrative staff of
each institute also includes a director of recruitment, a director of career
services, a director of finance and a director of education. We employ
approximately 160 people at our corporate headquarters in Indianapolis,
Indiana. As of September 30, 1998, we had approximately 3,050 full-time and
regular part-time employees. In addition, we employed approximately 425
students as laboratory assistants and in other part-time positions at that
date. None of our employees are represented by labor unions.

Our headquarters provides centralized services to all of our institutes in
the following areas:

. accounting . purchasing

. marketing . human resources

. public relations . regulatory and legislative affairs

. curricula development . real estate

40
<PAGE>

In addition, national directors of each of the following major institute
functions reside at our headquarters and develop policies and procedures to
guide these functions at our institutes:

. recruiting

. education

. finance . career services

Managers located at our headquarters closely monitor the operating results of
each of our institutes and frequently conduct on-site reviews.

COMPETITION

The postsecondary education market in the United States is highly fragmented
and competitive with no private or public institution enjoying a significant
market share. Our institutes compete for students with four-year and two-year
degree-granting institutions, which include nonprofit public and private
colleges and for-profit institutions, as well as with alternatives to higher
education such as military service or immediate employment. We believe
competition among educational institutions is based on the quality of the
educational program, perceived reputation of the institution, cost of the
program and employability of graduates. Certain public and private colleges may
offer programs similar to those offered by our institutes at a lower tuition
cost due in part to government subsidies, foundation grants, tax deductible
contributions or other financial resources not available to for-profit
institutions. Other for-profit institutions offer programs that compete with
those of our institutes. Certain of our competitors in both the public and
private sector have greater financial and other resources than we do.

41
<PAGE>

PROPERTIES

We lease all of our institute facilities, except for a parking lot we own
adjacent to the Houston (North), Texas institute. The average lease term is
approximately eight years. The table below sets forth some information
regarding our institute facilities that we were leasing as of December 31,
1998.

<TABLE>
<CAPTION>
AREA IN
LOCATION (METROPOLITAN AREA) SQUARE FEET
- ---------------------------- -----------
<S> <C>
Birmingham, Alabama......... 23,907
Phoenix, Arizona............ 25,900
Tucson, Arizona............. 17,818
Little Rock, Arkansas....... 22,766
Anaheim, California (Los
Angeles)................... 39,747
Hayward, California (San
Francisco)................. 20,009
Lathrop, California
(Stockton)................. 13,274
Oxnard, California (Los
Angeles)................... 27,098
Rancho Cordova, California
(Sacramento)............... 27,020
San Bernardino, California
(Los Angeles).............. 33,551
San Diego, California....... 34,360
Santa Clara, California (San
Francisco)................. 24,390
Sylmar, California (Los
Angeles)................... 30,000
Torrance, California (Los
Angeles)................... 30,000
West Covina, California (Los
Angeles)................... 36,382
Thornton, Colorado
(Denver)................... 27,076
Fort Lauderdale, Florida.... 29,381
Jacksonville, Florida....... 25,200
Maitland, Florida
(Orlando).................. 32,050
Miami, Florida.............. 21,347
Tampa, Florida.............. 35,000
Boise, Idaho................ 27,978
Burr Ridge, Illinois
(Chicago).................. 21,000(1)
Hoffman Estates, Illinois
(Chicago).................. 24,000
Matteson, Illinois
(Chicago).................. 24,201
Fort Wayne, Indiana......... 67,000
Indianapolis, Indiana....... 58,692
Newburgh, Indiana
(Evansville)............... 20,000
Louisville, Kentucky........ 22,291
St. Rose, Louisiana (New
Orleans)................... 21,000(2)
Framingham, Massachusetts
(Boston)................... 19,938
Woburn, Massachusetts
(Boston)................... 19,999(2)
Grand Rapids, Michigan...... 25,000
Troy, Michigan (Detroit).... 32,000
</TABLE>
<TABLE>
<CAPTION>
AREA IN
LOCATION (METROPOLITAN AREA) SQUARE FEET
- ---------------------------- -----------
<S> <C>
Arnold, Missouri (St.
Louis)..................... 21,000
Earth City, Missouri (St.
Louis)..................... 29,360
Omaha, Nebraska............. 22,400
Henderson, Nevada (Las
Vegas)..................... 20,972
Albuquerque, New Mexico..... 21,588
Albany, New York............ 21,000(1)
Getzville, New York
(Buffalo).................. 22,765
Liverpool, New York
(Syracuse)................. 21,000(2)
Dayton, Ohio................ 45,591
Norwood, Ohio (Cincinnati).. 28,593
Strongsville, Ohio
(Cleveland)................ 21,548
Youngstown, Ohio............ 22,500
Portland, Oregon............ 39,600
Mechanicsburg, Pennsylvania
(Harrisburg)............... 21,000
Monroeville, Pennsylvania
(Pittsburgh)............... 23,791
Pittsburgh, Pennsylvania.... 23,791
Greenville, South Carolina.. 22,065
Knoxville, Tennessee........ 30,000
Memphis, Tennessee.......... 21,648
Nashville, Tennessee........ 34,690
Arlington, Texas............ 19,600
Austin, Texas............... 25,480
Garland, Texas (Dallas)..... 21,138
Houston (North), Texas...... 22,695
Houston (South), Texas...... 22,954
Houston (West), Texas....... 36,413
Richardson, Texas (Dallas).. 23,500(1)
San Antonio, Texas.......... 25,000
Murray, Utah (Salt Lake
City)...................... 33,600
Norfolk, Virginia........... 25,572
Richmond, Virginia.......... 21,000(2)
Bothell, Washington
(Seattle).................. 27,800
Seattle, Washington......... 30,316
Spokane, Washington......... 16,378
Greenfield, Wisconsin
(Milwaukee)................ 29,650
</TABLE>
- --------
(1) Institutes in the first year of operation.
(2) Facility under lease where we plan to open a new institute.

We generally locate our institutes in suburban areas near major population
centers. We generally house our campus facilities in modern, air conditioned
buildings, which include classrooms, laboratories, student break areas and
administrative offices. Our institutes have accessible parking facilities and
are generally near a major highway. Approximately 34 of our institutes occupy
an entire building. Our new institutes typically lease facilities for a six to
13 year term. If desirable or necessary, a facility may be relocated to a new
location reasonably near the existing facility at the end of the lease term.

We lease approximately 41,100 square feet of office space in our headquarters
building in Indianapolis, Indiana. As of December 31, 1998, the lease required
payments of approximately $2.8 million over the remaining term of the lease,
which expires in 2003.

This offering may be deemed a change in control under certain of our leases
and, absent the consent of the landlord, would cause such leases to be in
default. We believe that we will obtain all necessary consents in a timely
fashion.

42
<PAGE>

FEDERAL AND OTHER FINANCIAL AID PROGRAMS

In 1997, we indirectly derived approximately 70% of our revenues from Title
IV Programs. Our institutes' students also rely on state financial aid
programs, family contributions, personal savings, employment and other
resources to pay their educational expenses. Students at our institutes receive
grants and loans to fund the cost of their education under the following Title
IV Programs:

. the FFEL program, which accounted in aggregate for approximately 55% of
our revenues in 1997;

. the Pell program, which accounted in aggregate for approximately 11% of
our revenues in 1997;

. the FDL program, which accounted in aggregate for approximately 3% of our
revenues in 1997;

. the Federal Work-Study ("Work-Study") program, which makes federal funds
available to provide part-time employment to students and under which our
institutes employed approximately 500 students and paid $957,000 in
student wages in 1997;

. the Federal Perkins Loan ("Perkins") program, which accounted in
aggregate for less than 1% of our revenues in 1997; and

. the Federal Supplemental Educational Opportunity Grant ("SEOG") program,
which accounted in aggregate for less than 1% of our revenues in 1997.

The Work-Study, Perkins and SEOG programs each require our institutions to
make a matching contribution in the amount of 25% of the federal funds the
institution receives from the DOE under those programs. In 1997, our 25%
matching contribution amounted to $360,000 for the Work-Study program, $33,000
for the Perkins program and $17,000 for the SEOG program.

In 1997, we indirectly derived approximately 2% of our revenues from state
financial aid programs and our students were awarded $738,000 in institutional
scholarships. We also provide tuition discounts to our full-time employees and
their dependents to attend our institutes. For 1997, the cost of these employee
educational discounts was $639,000.

REGULATION OF FEDERAL FINANCIAL AID PROGRAMS

In order to participate in Title IV Programs, our institutions must each
comply with the standards set forth in the HEA and the regulations promulgated
thereunder by the DOE. The purpose of these standards is to limit institutional
dependence on Title IV Program funds, prevent institutions with unacceptable
student loan default rates from participating in Title IV Programs and, in
general, require institutions to satisfy certain criteria related to
educational value, administrative capability and financial responsibility.
These standards are applied primarily on an institutional basis, with an
institution defined as a main campus and its additional locations or branch
campuses, if any. Thirty of our 65 institutes are main campuses and 35 are
additional locations. The HEA standards require an institution to obtain and
periodically renew its certification by the DOE as an "eligible institution"
that has been authorized by the relevant state education authority or
authorities and accredited by an accrediting commission recognized by the DOE.
Sixty-three of our 65 institutes currently participate in Title IV Programs.
This number includes our institute in Garland, Texas which participates in the
Pell, Perkins and Work-Study programs, but is ineligible to participate in the
FFEL and FDL programs until at least October 1, 2000, due to its high student
loan default rates. See "--Student Loan Defaults." The other two institutes,
which we recently opened, have begun the certification process to participate
in Title IV Programs.

The DOE and other regulatory authorities subject for-profit providers of
postsecondary education to increased scrutiny and regulation as a result of
concern about fraud and abuse of Title IV Programs by some for-profit
institutions. We believe that all of our institutes substantially comply with
the HEA and its implementing regulations. We cannot, however, predict with
certainty how all of the HEA provisions and the implementing regulations will
be applied. As described below, the violation of Title IV Program requirements
by us or any of our institutes could have a material adverse effect on our
financial condition, results of operations or cash flows. In addition, it is
possible that the HEA and its implementing regulations may be applied in a way
that could hinder our operations or expansion plans.

43
<PAGE>

Significant factors relating to Title IV Programs that could adversely affect
us include the following:

Legislative Action. Political and budgetary concerns significantly affect
Title IV Programs. The U.S. Congress must reauthorize the HEA approximately
every six years. The most recent reauthorization, which occurred in October
1998, reauthorized the HEA through 2003. The U.S. Congress reauthorized all
of the Title IV Programs in which our institutes participate, generally in
the same form and at funding levels no less than for the prior year. The
1998 HEA Amendments, however, revised the following provisions, among
others:

. the effect of cohort default rates on the FFEL, FDL, Perkins and Pell
programs;

. the amount of Title IV Program funds an institution may retain for a
student who withdraws from the institution;

. the "85/15" Rule; and

. the change of ownership procedures.

See "--Student Loan Defaults," "--Institutional Refunds," "--The "85/15'
Rule" and "--Change in Control."

In addition, the U.S. Congress reviews and determines federal
appropriations for Title IV Programs on an annual basis. The U.S. Congress
can also make changes in the laws affecting Title IV Programs in those
annual appropriations bills and in other laws it enacts between HEA
reauthorizations. Since a significant percentage of our revenues are
indirectly derived from Title IV Programs, any action by the U.S. Congress
that significantly reduces Title IV Program funding or the ability of our
institutes or students to participate in Title IV Programs could have a
material adverse effect on our financial condition or results of
operations.

If one of our institutes lost its eligibility to participate in Title IV
Programs, or if the amount of available Title IV Program funding was
significantly reduced, we would try to arrange or provide alternative
sources of financial aid for that institute's students. There are a number
of private organizations that provide loans to students. Although we
believe that one or more private organizations would be willing to provide
loans to students attending one of our institutes, we cannot assure you
that this would occur or that the interest rate and other terms of such
loans would be as favorable as for Title IV Program loans. In addition, the
private organizations would require us to guarantee all or part of this
assistance and we might incur other additional costs. If we provided more
direct financial assistance to our students, we would incur additional
costs and assume increased credit risks.

Legislative action may also increase our administrative costs and burden
and require us to adjust our practices in order for our institutes to
comply fully with the legislative requirements, which could have a material
adverse effect on our financial condition or results of operations.

Student Loan Defaults. Under the HEA, an institution may lose its
eligibility to participate in some or all Title IV Programs, if the rates
at which the institution's students default on their federal student loans
exceed specified percentages. The DOE calculates these rates on an
institutional basis, based on the number of students who have defaulted,
not the dollar amount of such defaults. The DOE calculates an institution's
cohort default rate on an annual basis as the rate at which borrowers
scheduled to begin repayment on their loans in one year default on those
loans by the end of the next year. For each year through the 1994 federal
fiscal year, each institution participating in the FFEL program received an
FFEL cohort default rate. Beginning with the 1995 federal fiscal year, the
DOE also included loans under the FDL program in the calculation of an
institution's cohort default rate, and each institution received an
FFEL/FDL cohort default rate based solely on FFEL program loans, solely on
FDL program loans or on a weighted average of both FFEL and FDL program
loans, depending on the programs in which the institution participated. An
institution whose FFEL/FDL cohort default rate is 25% or greater for three
consecutive federal fiscal years loses eligibility to participate in the
FFEL and FDL programs for the remainder of the federal fiscal year in which
the DOE determines that the institution has lost its eligibility and for
the two subsequent federal fiscal years. An institution can appeal this
loss of eligibility. In

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addition, the 1998 HEA Amendments provide that if an institution becomes
ineligible to participate in the FFEL and FDL programs following the
publication of its 1996 (or any subsequent) federal fiscal year FFEL/FDL
cohort default rate, the institution will also be ineligible to participate
in the Pell program for the same period of time. During the pendency of any
appeal of its FFEL/FDL cohort default rate, the institution remains
eligible to participate in the FFEL, FDL and Pell programs. Beginning with
the 1996 federal fiscal year FFEL/FDL cohort default rates, if an
institution continues its participation in the FFEL and/or FDL programs
during the pendency of any such appeal and the appeal is unsuccessful, the
institution must pay the DOE the amount of interest, special allowance,
reinsurance and any related payments paid by the DOE (or which the DOE is
obligated to pay) with respect to the FFEL and FDL program loans made to
the institution's students or their parents that would not have been made
if the institution had not continued its participation (the "Direct
Costs"). If a substantial number of our campus groups were subject to
losing their eligibility to participate because of their FFEL/FDL cohort
default rates, the potential amount of the Direct Costs for which we would
be liable if our appeals were unsuccessful would prevent us from continuing
some or all of the affected campus groups' participation in the FFEL and/or
FDL programs during the pendency of those appeals. In addition to the
consequences resulting from an institution having three years of FFEL/FDL
cohort default rates of 25% or greater, the DOE may limit, suspend or
terminate the eligibility to participate in all Title IV Programs of an
institution whose FFEL/FDL cohort default rate for any single federal
fiscal year exceeds 40%.

None of our campus groups had an FFEL/FDL cohort default rate equal to or
greater than 25% for the 1996 federal fiscal year, the most recent year for
which the DOE has published FFEL/FDL cohort default rates. One of our
campus groups, consisting only of the institute in Garland, Texas, had
FFEL/FDL cohort default rates exceeding 25% for three consecutive federal
fiscal years beginning with the 1993 federal fiscal year. Consequently, in
June 1998, the Garland institute became ineligible to participate in the
FFEL and FDL programs. The Garland institute accounted for approximately
1.7% of our revenues in 1997. The Garland institute can reapply to the DOE
to regain its eligibility to participate in the FFEL and FDL programs on or
after October 1, 2000. The Garland institute had an FFEL/FDL cohort default
rate of 19.2% for the 1996 federal fiscal year. We have arranged for an
unaffiliated, private funding source to provide loans to the students
enrolled in the Garland institute. This alternative financing source
requires us to guarantee repayment of the loans it issues. Based on our
experience with the repayment of Title IV Program loans by students who
attended the Garland institute, we believe that such guaranty should not
result in a material adverse effect on our financial condition, results of
operations or cash flows. We have also decided to stop enrolling new
students in the Garland institute, at least temporarily, while we continue
teaching the students already enrolled. We are considering whether to close
the Garland institute once the students already enrolled have completed
their programs of study or transferred to another school.

If an institution's FFEL/FDL cohort default rate is 25% or greater in any
of the three most recent federal fiscal years, or if its cohort default
rate for loans under the Perkins program exceeds 15% for any federal award
year, the DOE may place that institution on provisional certification
status. A federal award year runs from July 1 through June 30. One of the
reasons that the Garland and San Antonio, Texas institutes were
provisionally recertified for participation in Title IV Programs following
Starwood Hotels' acquisition of ITT was because their FFEL/FDL cohort
default rates exceeded 25% for at least one of the three most recent
federal fiscal years. The DOE told each of those institutes that it would
remain provisionally certified until its FFEL/FDL cohort default rates for
three consecutive federal fiscal years are all below 25%. Twenty-seven of
our campus groups (consisting of 57 institutes) had a Perkins cohort
default rate in excess of 15% for students who were scheduled to begin
repayment in the 1996/1997 federal award year, the most recent year for
which such rates have been calculated. The DOE could place these institutes
on provisional certification status based on their Perkins cohort default
rates. To date, the DOE has not placed any of our campus groups on
provisional certification status because of their Perkins cohort default
rates.

Beginning with the 2000 federal fiscal year, an institution whose Perkins
cohort default rate is 50% or greater for three consecutive federal award
years loses eligibility to participate in the Perkins program for

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the remainder of the federal fiscal year in which the DOE determines that
the institution has lost its eligibility and for the two subsequent federal
fiscal years. An institution can appeal the loss of eligibility. During the
pendency of any such appeal, the DOE may permit the institution to continue
participating in the Perkins program. An institution that loses its
eligibility to participate in the Perkins program due to its Perkins cohort
default rates must also return the federal portion of its Perkins loan fund
to the DOE. None of our campus groups had a Perkins cohort default rate
equal to or greater than 50% for the 1996/1997 federal award year.

The HEA subjects institutions with a Perkins cohort default rate of 20%
or greater to a "default penalty" that reduces the amount of additional
federal funds allocated annually to the institution for use in the Perkins
program. The "default penalty" for each year through the 1999 federal
fiscal year is:

.10%, if the institution's Perkins cohort default rate is at least 20%
but less than 25%;

.30%, if the institution's Perkins cohort default rate is at least 25%
but less than 30%; or

.100%, if the institution's Perkins cohort default rate is 30% or
greater.

For the 1996/1997 federal award year, six of our campus groups (consisting
of 16 institutes) had a Perkins cohort default rate of at least 20% but
less than 25%, ten of our campus groups (consisting of 19 institutes) had a
Perkins cohort default rate of at least 25% but less than 30%, and nine of
our campus groups (consisting of 19 institutes) had a Perkins cohort
default rate of 30% or greater. Beginning with the 2000 federal fiscal
year, there is no "default penalty" if the institution's Perkins cohort
default rate is below 25%, and the "default penalty" is 100% if the rate is
25% or greater.

The HEA requires an institution with a Perkins cohort default rate of 15%
or greater to establish a default reduction plan. Each of our institutes
has developed such a plan. The Perkins loans disbursed to our students
amounted to less than 1% of our revenues in 1997. Less than half of our
institutes disbursed their entire allocation in 1997. As a result, we do
not believe that our financial condition or results of operations would be
materially affected if all of our campus groups lost their eligibility to
participate in the Perkins program or if there were a reduction in
additional federal funds allocated to our campus groups for use in the
Perkins program pursuant to a "default penalty." See "--Regulation of
Federal Financial Aid Programs--Administrative Capability" and "--
Eligibility and Certification Procedures."

The HEA requires an institution that undergoes a change in control to
develop an FFEL/FDL default management plan and to implement the plan for
at least two years following the change in control. All of our campus
groups have implemented a default management plan that we developed in
accordance with the DOE's default reduction measures.

The servicing and collection efforts of student loan lenders and guaranty
agencies help to control our FFEL/FDL cohort default rates. We are not
affiliated with any student loan lenders or guaranty agencies. We
supplement their efforts by attempting to contact students who are
delinquent in making payments to advise them of their responsibilities and
any deferment or forbearance for which they may qualify. We have also
contracted with third-party servicers who provide additional assistance in
reducing defaults under the FFEL, FDL and Perkins programs by students who
attended some of our institutes.

Financial Responsibility Standards. The HEA and its implementing
regulations prescribe specific and detailed financial responsibility
standards that an institution must satisfy to participate in Title IV
Programs. As a part of the DOE's review of the applications of our campus
groups to have their eligibility to participate in Title IV Programs
reinstated after Starwood Hotels' acquisition of ITT, the DOE evaluated the
financial responsibility of all of our campus groups. The DOE determined
that each campus group satisfied the DOE's financial responsibility
standards following the acquisition, but the DOE directed us to address
certain issues related to our financial condition and financial statements.
See "--Change in Control."

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The DOE's current standards of financial responsibility, effective as of
July 1, 1998, involve three ratios:

. the equity ratio, which measures the institution's capital resources,
ability to borrow and financial viability;

. the primary reserve ratio, which measures the institution's ability
to support current operations from expendable resources; and

. the net income ratio, which measures the ability of an institution to
operate at a profit.

The DOE assigns a strength factor to the results of each of these ratios on
a scale from negative 1.0 to positive 3.0, with negative 1.0 reflecting
financial weakness and 3.0 reflecting financial strength. The DOE then
weights an institution's strength factors based on an assigned weighting
percentage for each ratio and adds the weighted scores for the three ratios
together to produce a composite score for the institution. The composite
score must be at least 1.5 for the institution to be deemed financially
responsible by the DOE without the need for further oversight. We have
calculated that the application of these new regulations to our audited
financial statements for our 1997 fiscal year results in a composite score
of 3.0. We believe that we would also meet the DOE's new standards of
financial responsibility for 1997 on a pro forma basis after giving effect
to the stock repurchase.

Historically, the DOE has evaluated the financial condition of our
institutes on a consolidated basis based on our financial statements. The
DOE's regulations, however, permit the DOE to examine our financial
statements, the financial statements of each campus group, and the
financial statements of any related party. If the DOE determines that an
institution does not satisfy the DOE's financial responsibility standards,
that institution may establish its financial responsibility on an
alternative basis by, among other things:

. posting a letter of credit in an amount equal to at least 50% of the
total Title IV Program funds received by the institution during the
institution's most recently completed fiscal year;

. posting a letter of credit in an amount equal to at least 10% of such
prior year's Title IV Program funds and agreeing to receive Title IV
Program funds under an arrangement other than the DOE's standard
advance funding arrangement while being provisionally certified; or

. complying with additional monitoring requirements of the DOE and
agreeing to receive Title IV Program funds under an arrangement other
than the DOE's standard advance funding arrangement.

Another significant financial responsibility standard requires an
institution to post a letter of credit with the DOE in an amount equal to
25% of the total dollar amount of refunds paid by the institution in its
most recently completed fiscal year, if the institution has made late
refunds in its two most recently completed fiscal years. The DOE considers
an institution to have made late refunds under this standard, if the Title
IV Program independent compliance audit (or any review by the DOE, state or
guaranty agency) of the institution for either such fiscal year: (1) finds
that at least 5% of the institution's refunds were late; or (2) notes a
material weakness or reportable condition related to refunds in the
institution's report on internal controls. Our Title IV Program independent
compliance audits for our 1996 and 1997 fiscal years demonstrate that, in
accordance with the DOE's criteria, our campus groups made timely refunds
in each of these fiscal years. No review by the DOE, a state or guaranty
agency has found that any of our institutes was making late refunds under
the DOE's standard. Based on our current understanding of how the DOE will
apply the current financial responsibility standards, we do not believe
that these standards will have a material adverse effect on our financial
condition, results of operations or expansion plans.

Institutional Refunds. Prior to the 1998 HEA Amendments, the HEA limited
how much an institution could charge a student who withdrew from the
institution. A student was only obligated for a pro rata portion of the
education costs charged by the institution, if the student withdrew during
the first 60% of the student's first period of enrollment. For our
institutes, a period of enrollment is generally an academic quarter. A
student who withdrew after the first period of enrollment was also subject
to a refund

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calculation, but it was not a straight pro rata calculation. The
institution had to refund any monies it collected in excess of the pro rata
or other applicable portion to the appropriate lenders or Title IV Programs
in a particular order.

The 1998 HEA Amendments rescinded the limitation on how much an
institution can charge a withdrawing student, but the standards of most
SEAs and the two Accrediting Commissions continue to impose such a
limitation. The 1998 HEA Amendments imposed a limit on the amount of Title
IV Program funds a withdrawing student can use to pay his or her education
costs. This new limitation permits a student to use only a pro rata portion
of the Title IV Program funds that the student would otherwise be eligible
to use, if the student withdraws during the first 60% of any period of
enrollment. The institution must refund to the appropriate lenders or Title
IV Programs any Title IV Program funds that the institution receives on
behalf of a withdrawing student in excess of the amount the student can use
for such period of enrollment. The new refund requirements contained in the
1998 HEA Amendments become effective in October 2000, but an institution
may elect to begin complying with these new standards at an earlier date.
We do not plan to elect to comply with these new standards prior to October
2000.

Depending on the refund policies of the applicable SEAs and Accrediting
Commission, in a variety of instances withdrawing students will still be
obligated to the institution under the new HEA refund requirements for
education costs that the students can no longer pay with Title IV Program
funds. In these instances, we expect that many withdrawing students will be
unable to pay such costs and that we will be unable to collect a
significant portion of such costs. Title IV Program funds are generally
paid sooner and are more collectible than tuition payments from other
sources. As a result, if the new refund requirements remain unchanged, they
could have a material adverse effect on our financial condition, results of
operations and cash flows beginning with our 2001 fiscal year.

The "85/15" Rule. Under a provision of the HEA commonly referred to as
the "85/15" Rule, a for-profit institution, such as each of our campus
groups, becomes ineligible to participate in Title IV Programs if, on a
cash accounting basis, the institution derives more than 85% of its
applicable revenues for a fiscal year from Title IV Programs. If any of our
campus groups violated the 85/15 Rule for any fiscal year, they would be
ineligible to participate in Title IV Programs as of the first day of the
following fiscal year and would be unable to apply to regain their
eligibility until the next fiscal year. Furthermore, if one of our campus
groups violated the 85/15 Rule and became ineligible to participate in
Title IV Programs but continued to disburse Title IV Program funds, the DOE
would require the institution to repay all Title IV Program funds disbursed
to the institution after the effective date of the loss of eligibility. We
do not expect any of our campus groups to derive more than 80% of their
applicable revenues from Title IV Programs during our 1998 fiscal year. For
each of our 1996 and 1997 fiscal years, none of our campus groups derived
more than 81% of its revenues from Title IV Programs. For our 1997 fiscal
year, the range for our campus groups was from approximately 61% to
approximately 80%. The 1998 HEA Amendments increased the percentage of
applicable revenues that a for-profit institution can derive from Title IV
Programs from 85% to 90%. The DOE has indicated orally that it will apply
this amendment beginning with our 1998 fiscal year. The 5% increase in the
percentage of applicable revenues that we can derive from Title IV Programs
will increase the aggregate amount of Title IV Program funds that students
can use to pay their education costs of attending our institutes. Title IV
Program funds are generally paid sooner and are more collectible than
tuition payments from other sources. As a result, this 5% increase should
have a positive impact on our results of operations and cash flows
beginning in our 1999 fiscal year.

Due to the expansion and increased availability of funding under certain
Title IV Programs in recent years, we believe that students have
increasingly relied on Title IV Programs to finance their education and
will probably continue to do so. Our students' reliance on Title IV
Programs increases the prospect that we will indirectly derive a greater
percentage of our revenues from Title IV Programs. In an effort to prevent
any future loss of Title IV Program eligibility by any of our campus groups
as a result of the

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current 85/15 Rule and future 90/10 Rule, we have implemented various
measures to limit the percentage of applicable revenues we indirectly
derive from Title IV Programs. Some of these alternatives require us to
incur additional costs.

Additional Locations and Programs. Our expansion plans assume we will be
able to continue to obtain the necessary DOE, Accrediting Commission and
SEA approvals to establish new institutes as additional locations of
existing main campuses and to expand the program offerings at our existing
institutes. From 1996 through 1998, we established nine new additional
locations, seven of which are participating in Title IV Programs and two of
which are in the process of obtaining certification to participate in Title
IV Programs, and added 32 programs at our existing institutes. The HEA
requires a for-profit institution to operate for two years before it can
qualify to participate in Title IV Programs. An institution that is
certified to participate in Title IV Programs can establish additional
locations that may, after review by the DOE, participate in Title IV
Programs without satisfying the two-year requirement, so long as each
additional location satisfies all other applicable requirements.

The HEA and applicable regulations permit students to use Title IV
Program funds only to pay the cost associated with enrollment in an
eligible program offered by an institution participating in Title IV
Programs. The HEA and applicable regulations do not restrict the number or
delay the introduction of educational programs that an institution may
offer, but each new program must satisfy all applicable eligibility
requirements.

The ACCSCT accredits 61 of our institutes, and the ACICS accredits three
of our institutes. The ACCSCT standards generally permit an institution's
main campus to establish an additional location, unless the main campus:

. is on probation;

. is subject to a show cause order;

. is subject to outcomes reporting, unless the ACCSCT has expressly
permitted it to establish an additional location;

. has applied for accreditation for an additional location within the
past two years; or

. has undergone a change in control during the past year. This
restriction generally does not apply to an accreditation application
for an additional location submitted prior to the change in control.

Prior to the change in control caused by Starwood Hotels' acquisition of
ITT, we submitted applications for accreditation to the ACCSCT for all
additional locations that we anticipated opening in 1998 and for most of
the additional locations that we anticipate opening in 1999.

The ACICS standards generally permit an institution's main campus to
establish an additional location, unless:

. the main campus is on probation;

. either the main campus or any of its additional locations is subject
to a show cause order;

. either the main campus or any of its additional locations is subject
to a financial or outcomes review, unless the ACICS has expressly
permitted it to establish an additional location; or

. the main campus has any additional location awaiting final
accreditation.

The ACCSCT standards generally permit an institution's main campus and
its additional locations to expand their program offerings, unless the
institute is on probation or is subject to a show cause order. The ACICS
standards generally permit an institution's main campus and its additional
locations to expand their program offerings, unless: (1) the institute is
on probation; or (2) either the main campus or any of its additional
locations is subject to a financial or outcomes review, unless the ACICS
has expressly permitted it to expand its program offerings.

None of our institutes accredited by the ACCSCT is on probation or
subject to a show cause order. Nine of our institutes (seven main campuses
and two additional locations) accredited by the ACCSCT are

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subject to outcomes reporting, which requires them to report on student
completion rates for certain programs of study. None of our institutes
accredited by the ACICS is on probation or subject to a financial or
outcomes review. Although the ACCSCT and the ACICS standards limit our
ability to establish additional locations and expand the programs offered
at an institute in certain circumstances, we do not believe, based on our
current understanding of how the accrediting standards will be applied,
that these limitations will have a material adverse effect on our expansion
plans. See "--State Authorization and Accreditation."

State laws and regulations generally treat each of our institutes as a
separate, unaffiliated institution and do not distinguish between main
campuses and additional locations. State laws and regulations generally do
not limit the number of institutes that we can establish within the state
or the number of programs that our institutes can offer, so long as each
institute satisfies all requirements to obtain any required state
authorizations. In some states, the requirements to obtain state
authorization limit our ability to establish new institutes and offer new
programs. The process of obtaining any required state authorizations can
also delay the opening of new institutes or the offering of new programs.
Based on our current understanding of how the state laws and regulations in
effect in the states where we are located or anticipate establishing a new
location will be applied, we do not believe that these limitations will
have a material adverse effect on our expansion plans. See "--State
Authorization and Accreditation."

Administrative Capability. The HEA directs the DOE to assess the
administrative capability of each institution to participate in Title IV
Programs. DOE regulations require each institution to satisfy a series of
separate standards that demonstrate administrative capability. Failure to
satisfy any of the standards may lead the DOE to find the institution
ineligible to participate in Title IV Programs or to place the institution
on provisional certification status as a condition of its participation.
One standard that applies to programs with the stated objective of
preparing students for employment requires the institution to show a
reasonable relationship between the length of the program and the entry-
level job requirements of the relevant field of employment. Other standards
provide that an institution lacks administrative capability if its FFEL/FDL
cohort default rate equals or exceeds 25% for any of the three most recent
federal fiscal years for which such rates have been published, or if its
Perkins cohort default rate exceeds 15% for any federal award year.

Our Garland and San Antonio, Texas institutes had FFEL/FDL cohort default
rates exceeding 25% for at least one of the three most recent federal
fiscal years for which the DOE has published such rates. This was one of
the reasons that these two institutes were provisionally recertified for
participation in Title IV Programs following Starwood Hotels' acquisition
of ITT. The DOE told each of these institutes that it would remain
provisionally certified until its FFEL/FDL cohort default rates for three
consecutive federal fiscal years are all below 25%. Twenty-seven of our
campus groups (consisting of 57 institutes) had a Perkins cohort default
rate in excess of 15% for the most recent federal award year for which such
rates have been calculated. To date, the DOE has not placed any of our
campus groups on provisional certification status because of its Perkins
cohort default rate. See "--Regulation of Federal Financial Aid Programs--
Student Loan Defaults" and "--Eligibility and Certification Procedures."

An additional standard prohibits an institution from providing any
commission, bonus or other incentive payment based directly or indirectly
on success in securing enrollments or financial aid to any person or entity
engaged in any student recruitment, admission or financial aid awarding
activity. Our employees involved in student recruitment, admissions or
financial aid receive only a salary. We believe that our method of
compensating persons and entities engaged in student recruitment, admission
or financial aid awarding activity complies with the requirements of the
HEA. The regulations do not, however, establish clear standards for
compliance, and we cannot assure you that the DOE will not find any
deficiencies in our present or former methods of compensation.

The DOE's regulations require each institution to use electronic
processes mandated by the DOE. Although we will have to adjust some of our
current practices to comply fully with this requirement, we

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do not believe, based on our current understanding of how this requirement
will be applied, that our financial condition will be materially affected
by this standard.

Eligibility and Certification Procedures. The HEA and its implementing
regulations require each institution to periodically reapply to the DOE for
continued certification to participate in Title IV Programs. The DOE
recertifies each institution deemed to be in compliance with the HEA and
the DOE's regulations for a period of six years or less. Before that period
ends, the institution must apply again for recertification. In 1998, the
DOE recertified all 30 of our campus groups following the change in control
of our institutes caused by Starwood Hotels' acquisition of ITT. The DOE
normally requires an institution to submit an updated application for
institutional certification when it opens an additional location that
offers at least 50% of a full educational program or raises its level of
program offering.

The DOE may place an institution on provisional certification status for
a period of three years or less, if it finds that the institution does not
fully satisfy all the eligibility and certification standards. If an
institution successfully participates in Title IV Programs during its
period of provisional certification but fails to satisfy the full
certification criteria, the DOE may renew the institution's provisional
certification. The DOE may withdraw an institution's provisional
certification without advance notice if the DOE determines that the
institution is not fulfilling all material requirements. The DOE may also
more closely review an institution that is provisionally certified if it
applies for approval to open a new location or make some other significant
change in its eligibility. Provisional certification does not otherwise
limit an institution's access to Title IV Program funds.

Any institution seeking certification to participate in Title IV Programs
after a change in control will be provisionally certified for a limited
period, following which the DOE will require the institution to reapply for
continued certification. None of our institute campus groups were
provisionally certified by the DOE prior to Starwood Hotels' acquisition of
ITT. As a result of that acquisition, the DOE recertified each of our
campus groups to participate in Title IV Programs on a provisional basis
for a three-year period. As an additional condition of each campus group's
provisional certification, the DOE directed us to address certain issues
related to our financial condition and financial statements. The DOE also
placed one additional condition on the provisional certification of four
campus groups (consisting of six institutes), as follows:

. the DOE cited the Garland and San Antonio institutes for having
FFEL/FDL cohort default rates exceeding 25% for at least one of the
three most recent federal fiscal years for which such rates had been
published, and advised each of them that it would stay on provisional
certification status until its rates for three consecutive federal
fiscal years are all below 25%;

. the DOE cited the San Diego, California institute for having a
pending DOE program review, and advised it that it would stay on
provisional certification status until all liabilities identified in
the program review were paid and all deficiencies identified in the
program review were resolved; and

. the DOE cited the Youngstown, Ohio campus group (consisting of three
institutes) because its accrediting commission, the ACICS, had only
temporarily extended the campus group's accreditation following
Starwood Hotels' acquisition of ITT and had not yet formally
reaccredited the campus group.

In August 1998, the DOE formally closed the pending DOE program review of
the San Diego institute and the ACICS formally reaccredited the Youngstown
campus group. See "--Change in Control."

Title IV Program Funds Management. DOE regulations that became effective
July 1, 1997 revised the procedures governing how an institution
participating in Title IV Programs requests, maintains, disburses and
otherwise manages Title IV Program funds. The revised regulations require
institutions to disburse all Title IV Program funds by payment period. For
our institutes, the payment period is an academic quarter. This regulation
increases the number of disbursements of federal student loans that

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institutions on a quarter system must make, which delays our receipt and
disbursement of federal student loan funds. These regulations also expand
the requirements for institutions to notify Title IV Program fund
recipients of certain information and reduce the time by which an
institution must return undisbursed Title IV Program funds. These
regulations materially affected our cash flows in 1997 and 1998 and
increased our administrative burden, but they have not had a material
adverse effect on our financial condition or results of operations. We do
not believe that they will have a material adverse effect on our financial
condition or results of operations in 1999 or future years. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

Availability of Lenders and Guarantors. For a variety of reasons,
including the high default rates of students attending certain for-profit
institutions, the growth of the FDL program and the potential assertion of
claims against holders of student loans, the number of lenders willing to
make federally guaranteed student loans under the FFEL program to students
at some for-profit institutions has declined. To date, however, the
availability of lenders has not affected the ability of our students to
obtain FFEL program loans.

During 1997, one lender made approximately 62% of all FFEL program loans
received by our students. We believe that other lenders would be willing to
make FFEL program loans to our students if such loans were no longer
available from our primary lender, but we cannot assure you of this. The
HEA requires the establishment of lenders of last resort in every state to
make loans to students at any school that cannot otherwise identify lenders
willing to make FFEL program loans to its students. Using a lender of last
resort may delay the receipt of FFEL program loans by our students and
slightly reduce the total loan access for our students, but should not have
a material adverse effect on us. Lenders of last resort will not provide
loans under the Federal PLUS program (an FFEL program), which accounted for
11% of our revenues in 1997, and are not required to provide unsubsidized
loans under the Federal Stafford Loan program (an FFEL program), which
accounted for 23% of our revenues in 1997.

During 1997, one student loan guaranty agency guaranteed approximately
94% of all FFEL program loans received by our students. We believe that
other guaranty agencies would be willing to guarantee FFEL program loans
received by our students if that guaranty agency ceased guaranteeing such
loans or reduced the volume of loans guaranteed, but we cannot assure you
of this. Most states have a designated guaranty agency that we believe
would guarantee most, if not all, FFEL program loans received by our
students in that state. In addition, the HEA's lender of last resort
program provides for the guarantee of FFEL program loans made by lenders of
last resort. Thus, any reduction in the volume of FFEL program loans for
our students guaranteed by the institutes' primary guaranty agency should
not have a material adverse effect on our financial condition, results of
operations or cash flows. Neither we, nor ITT, Starwood Hotels or any of
their subsidiaries or affiliates make or guarantee any Title IV Program
loans to any student attending any of our institutes.

Compliance with Regulatory Standards and Effect of Regulatory Violations.
Our internal audit department reviews our institutes' compliance with Title
IV Program requirements. Our audit plan provides for an annual on-site
compliance review of each of our institutes. The review addresses numerous
compliance areas, including student tuition refunds, student academic
progress, student admissions, graduate employment, student attendance,
student financial aid applications and implementation of prior audit
recommendations.

Our institutes are subject to audits and program compliance reviews by
various external agencies, including the DOE, state agencies, guaranty
agencies and accrediting commissions. The HEA and its implementing
regulations also require that an institution's administration of Title IV
Program funds be audited annually by an independent accounting firm. If the
DOE or another regulatory agency determined that one of our institutes
improperly disbursed Title IV Program funds or violated a provision of the
HEA or the implementing regulations, that institute could be required to
repay such funds to the DOE or the appropriate state agency or lender and
could be assessed an administrative fine. The DOE could also

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subject the institute to heightened cash monitoring, or could transfer the
institute from the advance system of receiving Title IV Program funds to
the reimbursement system, under which a school must disburse its own funds
to students and document the students' eligibility for Title IV Program
funds before receiving such funds from the DOE. Violations of Title IV
Program requirements could also subject us or our institutes to other civil
and criminal penalties.

Significant violations of Title IV Program requirements by us or any of
our institutes could be the basis for a proceeding by the DOE to limit,
suspend or terminate the participation of the affected institutes in Title
IV Programs. If the DOE terminates an institution's participation in Title
IV Programs, the institution in most circumstances must wait 18 months
before requesting a reinstatement of its participation. An institution that
loses its eligibility to participate in the FFEL, FDL, Pell or Perkins
programs due to high cohort default rates for three consecutive years
normally may not apply to resume participation in those programs for at
least two federal fiscal years. An institution that loses its eligibility
to participate in Title IV Programs due to a violation of the 85/15 Rule or
the 90/10 Rule may not apply to resume participation in Title IV Programs
for at least one year.

There is no proceeding pending to fine any of our institutes or to limit,
suspend or terminate any of our institutes' participation in Title IV
Programs, and we have no reason to believe that any such proceeding is
contemplated. If a proceeding substantially limited our institutes'
participation in Title IV Programs, we would be materially adversely
affected, even if we could arrange or provide alternative financing
sources. If an institute lost its eligibility to participate in Title IV
Programs and we could not arrange for alternative financing sources for our
students, we would probably have to close that institute.

STATE AUTHORIZATION AND ACCREDITATION

We are subject to extensive and varying regulation in each of the 27 states
in which we currently operate an institute and in four other states in which
our institutes recruit students. Each of our institutes must be authorized by
the applicable state education authority or authorities to operate and grant
degrees or diplomas to their students. In addition, some states require an
institute to be in operation for a period of up to two years before such
institute can be authorized to grant degrees. Currently, each of our 65
institutes has received authorization from one or more state education
authorities.

Institutes that confer bachelor or master degrees must, in most cases, meet
additional regulatory standards. Raising the curricula of our existing
institutes to the bachelor and/or master degree level requires the approval of
state education authorities and accrediting commissions. State education laws
and regulations affect our operations and may limit our ability to introduce
degree programs or to obtain authorization to operate in some states. If any
one of our institutes lost its state authorization, the institute would be
unable to offer postsecondary education and we would be forced to close the
institute. Closing one of our institutes for any reason could have a material
adverse effect on our financial condition or results of operations.

The HEA specifies a series of criteria that each recognized accrediting
commission must use in reviewing institutions. For example, accrediting
commissions must assess the length of each academic program offered by an
institution in relation to the objectives of the degrees or diplomas offered.
Further, accrediting commissions must evaluate each institution's success with
respect to student achievement, as measured by rates of program completion,
passing of state licensing examinations and job placement. In 1998, ten of our
institutes were reviewed by their respective accrediting commission and all ten
institutes were reaccredited. In addition, three of our institutes obtained
their initial accreditation in 1998.

State authorization and accreditation by a recognized accrediting commission
are required for an institution to become and remain eligible to participate in
Title IV Programs. In addition, some states require institutions operating in
their state to be accredited as a condition of state authorization. Sixty-one
of our institutes are accredited by the ACCSCT and three are accredited by the
ACICS, both of which are accrediting commissions recognized by the DOE. The
other institute, which was recently opened, has applied for accreditation. None
of our institutes accredited by the ACCSCT is on probation or subject to a show
cause order, but nine of our institutes (seven main campuses and two additional
locations) accredited by the ACCSCT are subject to outcomes reporting. None of
our institutes accredited by the ACICS is on probation or subject to a
financial or outcomes review. Under the ACCSCT and the ACICS standards, an
institution's main campus or additional location may be placed on probation,
subjected to outcomes reporting or subjected to a financial or outcomes review
for a variety of reasons. All of our institutes that are subject to outcomes
reporting by the ACCSCT received such status because the ACCSCT determined that
the student completion rates for certain programs of study offered by these
institutes are too low. Under the ACCSCT and the ACICS standards, an

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institution's main campus or additional location that is subjected to outcomes
reporting or to a financial or outcomes review is required to periodically
report its results in such areas to the accrediting commission. The loss of
accreditation by one of our existing institutes or the failure of a new
technical institute to obtain full accreditation:

. would make only the affected institute ineligible to participate in Title
IV Programs, if the affected institute was an additional location;

. would make the entire campus group ineligible to participate in Title IV
Programs, if the affected institute was a main campus; and

. could have a material adverse effect on our financial condition, results
of operations and cash flows.

We have begun the process of changing the accreditation of our 61 institutes
accredited by the ACCSCT to the ACICS. We believe that ACICS accreditation is
more appropriate for our institutes for a number of reasons, including the
following:

. the ACICS's scope of accreditation, as recognized by the DOE, includes
master degree programs, unlike the ACCSCT's scope of accreditation;

. the ACICS's accrediting standards are more applicable to degree-granting
institutions than are the ACCSCT's accrediting standards; and

. the laws and/or regulations of many SEAs may, in the future, require
institutions to be accredited by an accrediting commission recognized by
the Council for Higher Education Accreditation ("CHEA"). The ACICS, but
not the ACCSCT, is recognized by the CHEA.

Changing our institutes' accreditation from the ACCSCT to the ACICS will
require us to incur additional expense and adjust some of our current
practices. In addition, we will have to demonstrate to the DOE that reasonable
cause exists for changing the accreditation of our institutes from the ACCSCT
to the ACICS. We do not believe that changing the accreditation of our
institutes from the ACCSCT to the ACICS will have a material adverse effect on
our financial condition, results of operations or cash flows.

CHANGE IN CONTROL

The DOE, the Accrediting Commissions and most of the SEAs have Regulations
pertaining to the change in control of institutions, but these Regulations do
not uniformly define what constitutes a change in control. The DOE's
Regulations describe some transactions that are a change in control, including
the transfer of a controlling interest in the voting stock of an institution or
such institution's parent corporation. The DOE's standards also specify that a
change in control of a publicly traded corporation, such as ESI, occurs when
there is an event that obligates the corporation to file a Current Report on
Form 8-K with the SEC disclosing a change in control. Most of the SEAs and the
Accrediting Commissions include the sale of a controlling interest of common
stock in the definition of a change in control. The change in control
Regulations adopted by the DOE, the Accrediting Commissions and the SEAs are
subject to varying interpretations as to whether a particular transaction
constitutes a change in control.

When a change in control occurs under the DOE's Regulations, an institution
immediately becomes ineligible to participate in Title IV Programs, cannot
commit additional Title IV Program funds to its students, and can only receive
and disburse certain Title IV Program funds that were previously committed to
its students. The DOE and the ACICS have advised us that this offering will not
be a change in control under their Regulations, but this offering will be a
change in control under the Regulations of some of the SEAs. The ACCSCT has
advised us that it is unnecessary for it to determine whether this offering is
a change in control under its Regulations, and that none of our institutes'
accreditation by the ACCSCT will be affected by this offering. As a result,
this offering will not affect our ability to participate in Title IV Programs,
unless any SEA or SEAs that consider this offering to be a change in control
fail to reauthorize any of our institutes. Many SEAs require that they approve
a change in control before it occurs, while others will only review a change in

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control after it occurs. We have obtained all of the approvals of this offering
from the SEAs that require advance approval. Following this offering, we
believe that we will be able to obtain all of the approvals from the SEAs that
require approval after this offering occurs, but we cannot assure you that we
will receive them in a timely manner. A material adverse effect on our
financial condition, results of operations and cash flows could result if we
are unable to obtain these approvals or if we do not obtain these approvals in
a timely manner. The California SEA, which normally requires advance approval,
has advised us that it will not determine whether this offering is a change in
control until after the closing of this offering. It has also advised us that
the provisions of the California Education Code that provide for termination of
its existing authorization of our California institutes if advance approval is
not obtained do not apply to this offering. Eleven of our institutes are
located in California.

A change in control could occur as a result of future transactions in which
we, our institutes or a parent company as defined in DOE regulations are
involved. Some corporate reorganizations and some changes in the boards of
directors of such corporations are two examples of such transactions. If a
future transaction results in a change in control of ESI, our institutes or a
parent company, we believe that we will be able to obtain all necessary
approvals from the DOE, the SEAs and the Accrediting Commissions. We cannot
assure you, however, that all such approvals can be obtained in a timely manner
that would not delay the availability of Title IV Program funds or prevent some
students from receiving Title IV Program funds.

A material adverse effect on our financial condition, results of operations
and cash flows would result if we had a change in control and a material number
of our institutes failed to timely:

. obtain the approvals of the SEAs required prior to a change in control;

. obtain the required reauthorizations from the SEAs which review a change
in control after it occurs;

. regain accreditation by the Accrediting Commissions or have their
accreditation temporarily continued or reinstated by the Accrediting
Commissions; or

. regain eligibility to participate in Title IV Programs from the DOE or
receive provisional certification to temporarily continue to participate
in Title IV Programs from the DOE.

In addition, the time of year at which a change in control occurs, coupled with
the length of time that our institutes are ineligible to participate in Title
IV Programs, could have a material adverse effect on the amount of Title IV
Program funds students can obtain to pay the education costs of attending our
institutes and, accordingly, on our business, financial condition, results of
operations and cash flows.

After a change in control, an institution must file an application with the
DOE in order to have its eligibility to participate in Title IV Programs
reinstated. The DOE's reinstatement of an institution's certification to
participate in Title IV Programs depends on its determination that the
institution, under its new ownership and control, complies with specified DOE
requirements for institutional eligibility. The time required for the DOE to
act on an application can vary substantially and may take several months. Among
other things, the application must demonstrate that, following the change in
control, the main campus and all of the additional locations and branch
campuses that comprise the institution are authorized by the appropriate state
education authority or authorities and accredited by an accrediting commission
recognized by the DOE. The 1998 HEA Amendments provide that the DOE may
provisionally certify an institution undergoing a change in control based on
the DOE's preliminary review of the institution's materially complete
application for reinstatement received by the DOE within 10 business days of
the change in control. This provisional certification would allow the
institution temporarily to maintain its eligibility to participate in Title IV
Programs following a change in control while the DOE considers the
institution's application for reinstatement. The DOE has not yet issued
regulations or guidance regarding how it will interpret or apply this amendment
to the HEA.

The Accrediting Commissions will not reaccredit an institution following a
change in control until the institution submits an application for
reaccreditation, which requires documentation that the institution has been

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reauthorized, or continues to be authorized, by the appropriate SEA or SEAs.
The standards of the ACCSCT provide that, during the 30 days immediately
preceding the change in control, the ACCSCT will determine whether to
temporarily continue the institution's accreditation for a period of six months
after the change to allow time for the completion and review of the
application. The standards of the ACICS provide that, generally within five
business days after an institution documents that it has been reauthorized, or
continues to be authorized, by the appropriate SEA or SEAs following a change
in control, the ACICS will determine whether to temporarily reinstate the
institution's accreditation for an undefined period to allow for the completion
and review of the application. The ACCSCT currently accredits 61 of our
institutes and the ACICS currently accredits three of our institutes.

Many of the SEAs require that a change in control of an institution be
approved before it occurs in order for the institution to maintain its SEA
authorization. Other SEAs will only review a change in control of an
institution after it occurs.

The DOE, the Accrediting Commissions and most of the SEAs considered Starwood
Hotels' acquisition of ITT to be a change in control of ESI and our institutes.
As a result, effective upon that acquisition, each of our campus groups
immediately became ineligible to participate in Title IV Programs. We obtained
all approvals of the acquisition from the Accrediting Commissions and the SEAs.
In March 1998, four weeks after Starwood Hotels acquired ITT, the DOE approved
the reinstatement of each campus group's participation in Title IV Programs.
The DOE's approval was on a provisional basis, which is the DOE's practice for
all institutions following a change in control.

As an additional condition of each institute's provisional certification, the
DOE directed us to maintain a sufficient, but undefined, level of cash or cash
equivalents, and to revise our current accounting treatment of direct marketing
costs, revenue recognition and amortization of direct marketing costs or
provide evidence that our treatment of these items conforms with Generally
Accepted Accounting Principles ("GAAP"). We believe that our treatment of these
items is in accordance with GAAP and that we maintain cash and cash equivalents
in sufficient amounts to satisfy the DOE, but we cannot assure you of this. If
the DOE requires us to change our accounting treatment for any of the above
items, we do not believe that such change would have a material adverse effect
on our financial condition or results of operations before the cumulative
effect of any change in accounting. Four of our campus groups (consisting of
six institutes) each had one additional condition placed on its provisional
certification. See "--Regulation of Federal Financial Aid Programs--Eligibility
and Certification Procedures."

The secondary offering of 13,050,000 shares of our common stock owned by ITT
completed on June 9, 1998 was a change in control under the Regulations of
certain SEAs, but not under the Regulations of the DOE or of either Accrediting
Commission. We obtained all approvals required in connection with the June 1998
offering from the SEAs.

FEDERAL INCOME TAX RELIEF

Federal income tax relief in the form of tax credits, tax deductions and
income exclusions is available to students and their families beginning in 1998
under the Taxpayer Relief Act of 1997, as amended by the IRS Restructuring and
Reform Act of 1998 ("TRA"). The TRA :

. provides an annual Hope Scholarship tax credit of up to $1,500 for
tuition and related expenses incurred on or after January 1, 1998, for
each of a student's first two years of postsecondary education.

. provides an annual Lifetime Learning tax credit of up to $1,000 in 1998
through 2002 and up to $2,000 in subsequent years for tuition and related
expenses incurred on or after July 1, 1998. The Lifetime Learning tax
credit is not available in any tax year in which the taxpayer is claiming
the Hope Scholarship tax credit.

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. provides an annual tax deduction, ranging from up to $1,000 in 1998 to up
to $2,500 in 2001 and thereafter, for interest paid during the first 60
months in which interest payments are required on any student loan or
loans incurred solely to pay qualified higher education expenses.

. provides an annual income exclusion of up to $5,250 for undergraduate
educational expenses incurred on or after January 1, 1998, and before
June 1, 2000, that are paid by the student's employer.

. allows taxpayers to establish Education IRAs, for taxable years beginning
on or after January 1, 1998, that can be funded with non-deductible
contributions of up to $500 annually for any child up to the age of 18
years, and the earnings on those accounts are tax-free if the funds are
used to pay for qualified higher education expenses before the student
reaches the age of 30 years.

The tax benefits provided by the TRA may reduce the effective cost of
postsecondary education to the student and his or her family, which may
increase enrollments at our institutes, decrease student dependence on Title IV
Program funds and decrease Title IV Program loan defaults. Educational
institutions are required to submit certain information about the student and
the student's family to the Internal Revenue Service ("IRS") in order for the
student and the student's family to qualify for some of the tax benefits under
the TRA. These IRS reporting requirements will increase our administrative
burden, but such compliance will not have a material adverse effect on our
financial condition, results of operations or cash flows.

LEGAL PROCEEDINGS

We are subject to litigation in the ordinary course of our business. Among
the legal actions currently pending and recently concluded are the following
cases. We have agreed to settle all of the plaintiffs' claims in these cases.
The settlements that are class settlements are subject to court approval and to
the right of the class members to opt out of the settlement.

1. Eldredge, et al. v. ITT Educational Services, Inc., et al. (Civil Action
No. 689376) (the "Eldredge Case") was filed on June 8, 1995, in the
Superior Court of San Diego County in San Diego, California by seven
graduates of the hospitality program offered at our San Diego institute.
The suit alleged, among other things, misrepresentation, civil
conspiracy and statutory violations of the California Education Code
(including the Maxine Waters School Reform and Student Protection Act of
1989) ("CEC"), California Business and Professions Code ("CBPC") and
California Consumer Legal Remedies Act ("CCLRA") by us, ITT and three of
our employees. The plaintiffs claimed that the defendants (1) made
misrepresentations and engaged in deceptive acts in the recruitment of
the plaintiffs for, and/or in the promotion of, the program, (2)
provided inadequate instruction to the plaintiffs, (3) used inadequate
facilities and equipment in the program and inappropriate forms of
contracts with the plaintiffs, (4) failed to provide the plaintiffs with
all required information and disclosures and (5) misrepresented the
plaintiffs' prospects for employment upon graduation, the employment of
the program's graduates and the plaintiffs' ability to transfer program
credits. The jury rendered a verdict against us and ITT in this action
in October 1996. General damages of approximately $0.2 million were
assessed against us and ITT, jointly, on the plaintiffs'
misrepresentation and CEC claims. Exemplary damages in the amount of
$2.6 million were assessed against us and exemplary damages in the
amount of $4.0 million were assessed against ITT. The judge also awarded
the plaintiffs attorney's fees and costs in the amount of approximately
$0.9 million. Prejudgment interest was assessed on the general damages
award and post-judgment interest was assessed on the entire award. The
plaintiffs' CBPC and CCLRA claims and their claims against our employees
were dismissed, and the judge granted a judgment notwithstanding the
verdict, setting aside the verdict against ITT. We appealed the awards
rendered against us, and the plaintiffs appealed the judgment against
plaintiffs on their claims against ITT.

In September 1998, we settled all of the plaintiffs' claims in the Eldredge
Case in conjunction with the settlement of other related legal proceedings
and claims discussed below. We recorded a $12.9 million provision in
September 1998 associated with all of these settlements, including the
legal and

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administrative expenses we expect to incur in order to consummate these
settlements. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations." All of the
parties in the Eldredge Case have dismissed their respective appeals. In
November 1998, based on the joint application and stipulation filed by us
and the plaintiffs in the Eldredge Case, the appellate court reversed the
judgment against us and remanded the case back to the trial court, which
vacated and set aside the judgment and dismissed the case with prejudice in
December 1998. A California statute prohibits the California SEA from
approving an application for a change in control of any institution
submitted by an applicant that has been found in any judicial or
administrative proceeding to have violated Chapter 7 (formerly Chapter 3)
of the CEC ("Chapter 7"). We believe that since the judgment in the
Eldredge Case was reversed, vacated and set aside, the California SEA is no
longer prohibited from approving any subsequent application for a change in
control submitted by us or any of our 11 institutes in California.

Other related legal proceedings and claims (as discussed below) have
resulted and may continue to result from other persons alleging similar
claims of misrepresentation and violations of certain statutory provisions.

2. Robb, et al. v. ITT Educational Services, Inc., et al. (Civil Action No.
00707460) (the "Robb Case") was filed on January 24, 1997, in the
Superior Court of San Diego County in San Diego, California by four
graduates of our San Diego institute. The suit, as originally filed,
alleged, among other things, statutory violations of the CEC and CBPC by
us and ten of our employees. The plaintiffs in the original complaint
sought compensatory damages, civil penalties, injunctive relief,
disgorgement of ill-gotten gains, restitution (including return of
educational costs) on behalf of plaintiffs and all other persons
similarly situated who attended any of our institutes in California,
attorney's fees and costs, and also sought to have the action certified
as a class action. The plaintiffs amended their complaint on August 14,
1997. The amended complaint deleted three and added two named
plaintiffs. Each of the three plaintiffs was a student who attended one
of three different programs (i.e., hospitality, EET and CAD) at a
California institute. The plaintiffs in the amended complaint alleged
only violations of the CEC, based on the plaintiffs' claims that the
defendants (1) made misrepresentations and engaged in deceptive acts in
the recruitment of students for, and/or in the promotion of, the
programs offered in California, (2) failed to provide students with all
required information and disclosures and (3) misrepresented students'
prospects for employment upon graduation and the employment of the
programs' graduates. The plaintiffs sought (1) a refund of an
unspecified amount representing all consideration paid to us by the
plaintiffs and all other persons similarly situated who attended any of
the programs in California at any time from January 1, 1991 through
December 31, 1996, (2) a state statutory penalty equal to two times the
refund amount, (3) injunctive relief and (4) an unspecified amount of
attorney's fees and costs.

In May 1998, we settled all of the claims of one of the three plaintiffs in
this legal proceeding. In September 1998, we agreed to settle all of the
claims of the two remaining plaintiffs in this legal proceeding and to seek
a class settlement of the claims of the approximately 19,000 other persons
who attended any program (other than the hospitality program) at any of our
institutes in California from January 1, 1990 through December 31, 1997.
The class settlement, which is subject to court approval, would provide
class members with nontransferable tuition credits to attend a different
educational program at any of our institutes in the amount of: (1) $250 per
quarter off the then prevailing quarterly tuition for class members who
completed at least 50% of an associate degree program at one of our
institutes in California; (2) $125 per quarter off the then prevailing
quarterly tuition for class members who completed (a) less than 50% of an
associate degree program at one of our institutes in California or (b) at
least 50% of a bachelor degree program at one of our institutes in
California; and (3) $62.50 per quarter off the then prevailing quarterly
tuition for class members who completed less than 50% of a bachelor degree
program at one of our institutes in California. The class member can use
the tuition credit toward the cost of attending any of our institutes'
programs that the class member had not previously attended. In addition to
the issuance of tuition credits, we

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have also agreed to stipulate to a permanent injunction that would
enjoin us from certain recruitment practices (none of which we
currently follow) and to pay the plaintiffs' reasonable attorneys' fees
and expenses. If more than 1% of the class members opt out of the class
settlement, we may, in our sole discretion, terminate the class
settlement.

3. Iverson, et al. v. ITT Educational Services, Inc., et al. (Civil Action
No. 00707705); Ohrt v. ITT Educational Services, Inc., et al. (Civil
Action No. 00707706); Sayers v. ITT Educational Services, Inc., et al.
(Civil Action No. 00707707); Barrent, et al. v. ITT Educational
Services, Inc., et al. (Civil Action No. 00707708) (the "Barrent Case");
and Kellum, et al. v. ITT Educational Services, Inc., et al. (Civil
Action No. 00707709) (the "Kellum Case") were each filed on January 31,
1997, in the Superior Court of San Diego County in San Diego,
California. Each of the five actions (involving, in total, 16 former
students who attended the hospitality program at our San Diego
institute) alleged statutory violations of the CEC, the CBPC and the
California Consumer Contract Awareness Act of 1990, intentional
misrepresentation and/or concealment, and civil conspiracy by us, ITT
and one of our employees. The plaintiffs claimed that the defendants (1)
made misrepresentations and engaged in deceptive acts in the recruitment
of the plaintiffs for, and/or in the promotion of, the program, (2) used
inadequate facilities and equipment in the program and inappropriate
forms of contracts with the plaintiffs, (3) failed to provide the
plaintiffs with all required information and disclosures and a fully
executed copy of their contracts with us and (4) misrepresented the
plaintiffs' prospects for employment upon graduation, the employment of
the program's graduates and the externship portion of the program. The
plaintiffs in each action sought various forms of recovery, including
(1) an unspecified amount for compensatory damages, disgorgement of ill-
gotten gains, restitution, attorney's fees and costs, (2) state
statutory penalties equal to two times actual damages, (3) injunctive
relief and (4) $10 million in exemplary damages.

In May 1998, we settled all of the claims of four of the five
plaintiffs in the Kellum Case and five of the six plaintiffs in the
Barrent Case. In September 1998, we settled all of the claims of the
remaining seven plaintiffs in these five legal proceedings. In October
1998, the court dismissed all five of these legal proceedings with
prejudice.

4. Collins, et al. v. ITT Educational Services, Inc., et al. (Civil Action
No. 98 cv 0659 BTM) (the "Collins Case") was filed on April 6, 1998, in
the U.S. District Court for the Southern District of California in San
Diego, California by nine former students who attended the hospitality
program at either our Maitland or San Diego institutes. The suit alleged
violations of the federal Racketeer Influenced and Corrupt Organizations
Act, the CEC, the CBPC, the CCLRA, the Florida Deceptive and Unfair
Trade Practices Act, the Florida Civil Remedies for Criminal Practices
Act and Florida statutes prohibiting misleading advertising, common law
fraud and/or concealment and civil conspiracy by us and ITT. The
plaintiffs claimed that the defendants (1) made misrepresentations and
engaged in deceptive acts in the recruitment of students for, and/or in
the promotion of, the program, (2) failed to provide students with all
required information and disclosures and (3) misrepresented students'
prospects for employment upon graduation, the employment of the
program's graduates and the students' externship portion of the program.
The plaintiffs sought various forms of recovery on behalf of the
plaintiffs and all other persons similarly situated who attended the
program at our Indianapolis, Maitland, Portland or San Diego institutes
at any time from January 1, 1990 through December 31, 1996, including
(1) an unspecified amount for compensatory damages, exemplary damages,
rescission and the return of all tuition and fees paid to us by or on
behalf of students who attended the program, the disgorgement of ill-
gotten gains, restitution, attorney's fees and costs, (2) state
statutory penalties of two and three times actual damages, (3) a federal
statutory penalty of $45 million and (4) injunctive relief.

In September 1998, we agreed to seek a class settlement of the claims
of the nine plaintiffs in this legal proceeding and of the
approximately 1,200 other persons who attended an associate degree
program in hospitality at our institutes in Maitland, San Diego,
Portland or Indianapolis (the only institutes where the hospitality
program was offered). The class settlement, which is subject to court

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approval, involves our payment of cash to the class members and the
plaintiffs' reasonable attorneys' fees and expenses. If more than 1% of
the class members opt out of the class settlement, we may, in our sole
discretion, terminate the class settlement. In December 1998, the court
granted preliminary approval of the class settlement.

5. In August 1998, 15 former students who attended the hospitality program
at our institutes in San Diego or Maitland threatened to commence legal
proceedings against us and others. The claimants alleged, among other
things, statutory violations, misrepresentation, fraud and concealment
by us and others arising out of their recruitment to attend, and their
education at, our institutes. In September 1998, we settled all of the
claims of the 15 claimants.

On September 22, 1997, we received an inquiry from the staff of the U.S.
Federal Trade Commission requesting information relating to our offering and
promotion of vocational or career training. We responded to this inquiry in
November 1997 and have received no further requests.

We cannot assure you of the ultimate outcome of any litigation involving us.
We do not believe any pending legal proceeding will result in a judgment or
settlement that will have, after taking into account our existing insurance and
provisions for such liabilities, a material adverse effect on our financial
condition, results of operations or cash flows, unless (1) we fail to obtain
court approval of the class settlement in the Robb Case or the Collins Case and
a significant amount of litigation against us results from such failure or (2)
a significant number of class members opt out of either class settlement and
pursue litigation against us. Any litigation alleging violations of education
or consumer protection laws and/or regulations, misrepresentation, fraud or
deceptive practices may also subject our affected institutes to additional
regulatory scrutiny.

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MANAGEMENT

EXECUTIVE OFFICERS

The following table sets forth information about our current executive
officers.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Rene R. Champagne....... 57 Chairman, President and Chief Executive Officer
Gene A. Baugh........... 56 Senior Vice President and Chief Financial Officer
Clark D. Elwood......... 38 Senior Vice President, General Counsel and Secretary
Edward G. Hartigan...... 59 Senior Vice President
Thomas W. Lauer......... 52 Senior Vice President
</TABLE>

RENE R. CHAMPAGNE has served as Chairman since October 1994, President and
Chief Executive Officer since September 1985 and has served as a Director since
October 1985.

GENE A. BAUGH has served as Chief Financial Officer since December 1996 and
Senior Vice President since January 1993. From 1981 through November 1996 he
served as Treasurer and Controller.

CLARK D. ELWOOD has served as Senior Vice President since December 1996,
Secretary since October 1992 and General Counsel since May 1991. From January
1993 through November 1996, he served as Vice President.

EDWARD G. HARTIGAN has served as Senior Vice President since January 1993.

THOMAS W. LAUER has served as Senior Vice President since January 1993.

SELLING STOCKHOLDER AND ESI REPURCHASE

Starwood Hotels, through its subsidiary ITT, is selling 7,000,000 shares of
our common stock in this offering and has granted the underwriters an over-
allotment option for an additional 950,000 shares of our common stock. In
addition, we have entered into a Stock Repurchase Agreement, pursuant to which
we have agreed to repurchase from the Selling Stockholder 1,500,000 shares of
our common stock at a price equal to the lesser of (1) the public offering
price per share, less underwriting discounts and commissions and (2) $32.84 per
share. We currently plan to fund this repurchase from cash and cash equivalents
and marketable debt securities. Following this offering and the stock
repurchase, the Selling Stockholder will own 950,000 shares of our common
stock. If the underwriters exercise the over-allotment option in full, the
Selling Stockholder will no longer own any shares of our common stock.

The consummation of this offering and the stock repurchase will be concurrent
and the stock repurchase will be contingent on the closing of this offering. We
and the Selling Stockholder have the right to terminate the stock repurchase
under certain circumstances, including if the anticipated public offering price
in this offering is unacceptable to the Selling Stockholder or if the closing
of this offering has not occurred by March 31, 1999. Pursuant to an Amended and
Restated Registration Rights Agreement, we have agreed to pay the expenses of
this offering incurred by ESI (other than underwriting discounts and
commissions and the Selling Stockholder's legal, accounting and advisors'
expenses in connection with this offering). Pursuant to the Stock Repurchase
Agreement, however, the Selling Stockholder has agreed to pay us upon the
consummation of this offering $500,000 for administrative expenses and an
additional $500,000 for administrative expenses if certain conditions related
to this offering are satisfied. We have also agreed with the Selling
Stockholder to indemnify each other against certain liabilities which may arise
in connection with this offering, the stock repurchase or the related
transactions.

In the Stock Repurchase Agreement, the Selling Stockholder has agreed to use
its best efforts to obtain the resignations of the four Directors who were
nominated by the Selling Stockholder, effective upon the consummation of this
offering and the stock repurchase. Also in connection with this offering and
the stock repurchase, we are amending certain of our arrangements with the
Selling Stockholder and its affiliates. See "Relationship with Selling
Stockholder and Related Transactions."

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RELATIONSHIP WITH SELLING STOCKHOLDER AND RELATED TRANSACTIONS

GENERAL

Prior to this offering, ITT holds 35% of the outstanding shares of our common
stock. In connection with Starwood Hotels' acquisition of ITT on February 23,
1998, four of our directors who were also officers or directors of ITT
resigned. On February 25, 1998, the remaining members of our Board of Directors
elected four individuals recommended by ITT (Tony Coelho, Robin Josephs,
Merrick R. Kleeman and Barry S. Sternlicht) to fill the vacancies caused by
these resignations. Mr. Coelho, Ms. Josephs, Mr. Kleeman and Mr. Sternlicht
were elected for the terms expiring at the Annual Meeting of Shareholders as
follows: Mr. Coelho, 2000; Ms. Josephs, 1999; Mr. Kleeman, 2000; and Mr.
Sternlicht, 1998. Mr. Sternlicht was re-elected as a Director at the 1998
Annual Meeting of Shareholders for a term expiring at the 2001 Annual Meeting
of Shareholders. Mr. Sternlicht serves as chairman of the board and a director
of Starwood Hotels & Resorts Worldwide, Inc. Mr. Sternlicht is also the general
manager of Starwood Capital Group, L.L.C., which, together with its affiliates
and Mr. Sternlicht, beneficially owns approximately 5.9% of the outstanding
paired shares of Starwood Hotels & Resorts Worldwide, Inc. common stock and
Starwood Hotels & Resorts beneficial interest. Mr. Kleeman is also a managing
director of Starwood Capital Group, L.L.C. Mr. Coelho and Ms. Josephs are not
affiliated with ITT, Starwood Hotels, Starwood Hotels & Resorts or Starwood
Capital Group, L.L.C. ITT has agreed to use its best efforts to obtain the
resignations of Mr. Coelho, Ms. Josephs, Mr. Kleeman and Mr. Sternlicht from
our Board of Directors upon the consummation of this offering and the stock
repurchase. See "Selling Stockholder and ESI Repurchase."

SERVICES

Set forth below are descriptions of some services ITT provided to us from the
date of our initial public offering in 1994 until the secondary offering of our
common stock owned by ITT in June 1998 (the "June 1998 Offering"). As described
below and in "--Agreements With Selling Stockholder," there have been changes
in such arrangements in connection with Starwood Hotels' acquisition of ITT,
the June 1998 Offering and this offering.

Treasury and Financing Services. Until February 5, 1998, ITT provided us with
centralized treasury and financing services. As part of these functions, we
remitted our surplus cash receipts to ITT, and ITT advanced cash, as necessary,
to us. For 1997, the net amount of cash transferred from us to ITT, exclusive
of payments for the services described below, was $24,293,000 and aggregate
payments for the services described below were $20,472,000. ITT paid interest
to us on the average of our net cash balances held by ITT. For 1997, we
received net interest income from ITT in the amount of $5,682,000. We have been
managing and investing our own cash since February 5, 1998. We have not been
able to obtain the same yields on our cash balances that ITT paid. Accordingly,
interest income, net decreased in 1998.

General and Administrative Services. Under agreements in place prior to the
June 1998 Offering, ITT periodically provided advice and assistance to us with
regard to certain risk management, accounting, tax and other management
services. The fee for such services (the "contract service charge") was 0.25%
of our annual revenues. For 1997, the contract service charge was $654,000. We
ceased using substantially all of these services and incurring the related fee
at the time of Starwood Hotels' acquisition of ITT.

Pension Plan. From December 19, 1995 until the June 1998 Offering, we
participated in the Retirement Plan for Salaried Employees of ITT Corporation
(the "Pension Plan"), a non-contributory defined benefit pension plan which
covered substantially all of our employees. ITT determined the aggregate amount
of pension expense on a consolidated basis based on actuarial calculations, and
such expense was allocated to participating units on the basis of compensation
covered by the plan. Prior to December 19, 1995, we participated in the
Retirement Plan for Salaried Employees of Old ITT (the "Old Pension Plan"),
which was substantially identical to the terms of the Pension Plan. For 1997,
our pension expense was $4,458,000. Federal legislation limits the amount of
benefits that can be paid and compensation that may be recognized under a tax-

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qualified retirement plan. ITT adopted a non-qualified unfunded retirement plan
(the "Excess Pension Plan") for payment of those benefits at retirement that
could not be paid from the qualified Pension Plan. The practical effect of the
Excess Pension Plan was to continue calculation of retirement benefits to all
employees on a uniform basis. We paid directly the benefits for our employees
under the Excess Pension Plan. Any "excess" benefit accrued to any such
employee was immediately payable in the form of a single discounted lump sum
payment upon the occurrence of a change in corporate control. The approval by
ITT's shareholders of Starwood Hotels' acquisition of ITT constituted a change
in corporate control as defined in the Excess Pension Plan, which resulted in a
distribution of all of the accrued benefits under the Excess Pension Plan to
the participants. After the June 1998 Offering, we implemented our own pension
and excess pension plans.

Retirement Savings Plan. Prior to May 16, 1998, we participated in The ITT
401k Retirement Savings Plan (the "Savings Plan"), a defined contribution
pension plan which covered substantially all of our employees. Employees could
contribute (subject to certain IRS limitations) amounts ranging from 2% to 16%
of their base pay. We contributed 1% of the employee's covered pay and matched
the employee's contributions at the rate of 50% up to a maximum of 5% of
covered pay, amounting to a maximum matching contribution of 2.5% of the
employee's covered pay. Our non-matching and matching contributions were, prior
to Starwood Hotels' acquisition of ITT, in the form of common shares of ITT.
After Starwood Hotels' acquisition of ITT and before May 16, 1998, our non-
matching and matching contributions were in the form of paired shares of
Starwood Hotels & Resorts Worldwide, Inc. common stock and Starwood Hotels &
Resorts beneficial interest. ITT charged us the costs of our non-matching and
matching contributions. For 1997, our costs of providing this benefit
(including an allocation of the administrative costs of the plan) were
$2,104,000. Federal legislation limited the annual contributions which an
employee could make to the Savings Plan, a tax-qualified retirement plan.
Accordingly, ITT adopted, and we participated in, prior to Starwood Hotels'
acquisition of ITT, an ITT Excess Savings Plan (the "Excess Savings Plan"), a
non-qualified retirement plan, which enabled employees who were precluded by
these limitations from contributing 5% of their salary to the tax-qualified
plan to make up the shortfall through salary deferrals and, thereby, receive
the 1% non-matching company contribution and the 2.5% matching company
contribution otherwise allowable under the tax-qualified plan. Salary
deferrals, company contributions and imputed earnings were entered into a book
reserve account maintained by ITT for each participant. The account balance
maintained on behalf of a participant was immediately payable in a single lump
sum payment upon the occurrence of a change in control. The approval by ITT's
shareholders of Starwood Hotels' acquisition of ITT constituted a change in
control as defined in the Excess Savings Plan, which resulted in a distribution
of all the account balances maintained under the Excess Savings Plan to
participants. We adopted our own 401(k) and excess savings plans that became
effective on May 16, 1998.

Group Medical Benefits. In 1998, we began providing all of our own medical
insurance benefits to our employees, but we continued to utilize ITT's services
in the administration of our indemnity medical plan. We were responsible for
all claims incurred under our indemnity plan, but in 1998 our liability for
such claims was subject to stop loss coverage for individual medical claims
greater than $50,000. We paid an allocated share of all indemnity plan claims
in excess of $50,000 for all companies affiliated with ITT that participated in
this stop loss arrangement. We also paid our share of the administrative and
stop loss pooling expenses incurred by ITT with respect to these services. For
1997, we made payments to ITT for these services totaling $1,155,000.

Federal Income Taxes. Prior to the June 1998 Offering, we had been included
in the consolidated U.S. federal income tax return of ITT. Under an agreement
with ITT, income taxes were allocated among affiliates of ITT based upon the
amounts they would pay or receive if they filed a separate income tax return.
For 1997, our allocated federal income taxes were $10,399,000.

AGREEMENTS WITH SELLING STOCKHOLDER

Set forth below are descriptions of some agreements between us and ITT and/or
its affiliates that we entered into in connection with the June 1998 Offering.
Pursuant to the Stock Repurchase Agreement, certain provisions of these
agreements are being amended in connection with this offering. See "--Stock
Repurchase Agreement."

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Amended and Restated Registration Rights Agreement. An Amended and Restated
Registration Rights Agreement (the "Registration Rights Agreement"), among
other things, provides that, upon request of ITT, we will register under the
Securities Act any of the shares of our common stock held by ITT for sale in
accordance with ITT's intended method of disposition, and we will take any
action necessary to permit the sale of such shares in other jurisdictions. ITT
has the right to request two such registrations. We will pay all registration
expenses (other than underwriting discounts and commissions and ITT's legal,
accounting and advisors' expenses) in connection with such registrations. ITT
also has the right, which it may exercise at any time and from time to time
during the term of the agreement, to include the shares of our common stock
held by it in other registrations of shares of our common stock initiated by us
on our own behalf or on behalf of any other person. We will pay all
registration expenses (other than underwriting discounts and commissions
related to the shares of our common stock sold by ITT, ITT's legal, accounting
and advisors' expenses, and the filing fees payable under the Securities Act
for the shares of our common stock sold by ITT) in connection with each such
registration. The rights of ITT under the Registration Rights Agreement are
transferable by ITT. The Registration Rights Agreement terminates on June 9,
2003. We did not incur any cost or expense under the Registration Rights
Agreement or its predecessor in 1997; however, we did pay the costs of the June
1998 Offering in 1998 pursuant to the predecessor to the Registration Rights
Agreement and we will be paying the costs of this offering in 1998 and 1999
pursuant to the Registration Rights Agreement.

The Registration Rights Agreement prohibits the holder of any shares of our
common stock that we register pursuant to such agreement from disposing of any
such shares if the disposition would cause a change in control of ESI or any of
our institutes, until we receive all of the required prior approvals of the
DOE, Accrediting Commissions and SEAs.

Trade Name and Service Mark License Agreement. A Trade Name and Service Mark
License Agreement (the "License Agreement"), among other things, provides that
ITT Sheraton Corporation ("Sheraton"), an ITT affiliate, grants to us for a
period of seven years from June 1998 a non-exclusive, non-transferable,
worldwide, royalty-free license to use the "ITT" corporate and trade name,
service mark and trademark "ITT" (the "Licensed Mark") solely in connection
with the operation of our business and in a manner specifically identified in
the License Agreement. This period may be extended for an additional five years
if we request an extension and we can reach an agreement with Sheraton on the
amount of royalties, if any, that we would pay during such extension. The
License Agreement further provides that (1) our use of the Licensed Mark shall
be consistent with Sheraton guidelines and standards, (2) certain of our
materials bearing the Licensed Mark must contain a prescribed notice and (3)
certain changes in control of ESI, as defined in the License Agreement, will
terminate the License Agreement. Pursuant to the Stock Repurchase Agreement, we
have agreed to enter into an amendment to the License Agreement that will
become effective upon the closing of this offering and the stock repurchase.
See "--Stock Repurchase Agreement."

Amended and Restated Income Tax Sharing Agreement. Prior to the June 1998
Offering, we had been included in the consolidated United States federal income
tax return of ITT. We also had been included in certain state and local tax
returns of ITT or its subsidiaries. An Amended and Restated Income Tax Sharing
Agreement (the "Tax Agreement") which became effective at the time of the June
1998 Offering, provides, among other things, for the allocation of liability
for federal, state and local taxes between us and ITT. Under the Tax Agreement,
we are responsible for all federal, state and local taxes related to our
operations before and after the June 1998 Offering, and Starwood Hotels is
responsible for all such taxes related to all other operations of Starwood
Hotels and its subsidiaries before and after the June 1998 Offering.

The Tax Agreement also sets forth procedures for filing returns, paying
estimated taxes, amending returns, allocating refunds, tax audits and contests
and certain tax elections. In particular, all tax refunds attributable to our
operations will be paid to us and we will pay all tax assessments, interest and
penalties attributable to our operations. Starwood Hotels is responsible for
preparing and filing all tax returns, and any amendments to these returns,
involving our operations prior to the June 1998 Offering, and we are
responsible for preparing and filing all tax returns, and any amendments to
these returns, involving our operations following the June 1998 Offering.

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Stockholder Agreement. A Stockholder Agreement (the "Stockholder Agreement"),
among other things, provides that:

. the authorized number of directors on our Board of Directors (the
"Board") shall not exceed 10;

. the authorized number of classes of directors of the Board shall not
exceed three;

. in connection with each annual meeting of our shareholders, the Board
shall nominate and recommend such number of persons (rounded up to the
next whole number but not to exceed four) designated by ITT to be elected
to the Board so that the total number of ITT designees on the Board is in
relative proportion to the percentage of the outstanding shares of our
common stock held by ITT and its affiliates (collectively, the "ITT
Group"); and

. the membership of our standing Nominating Committee of the Board shall be
limited to four members, two of whom must be directors who are ITT
designees until the number of ITT designees on the Board is two, in which
event only one ITT designated director must be on the Nominating
Committee, and if there is one ITT designee on the Board, such designee
is not required to be on the Nominating Committee (collectively, the
"Board Rights").

The Stockholder Agreement also provides that the Board Rights shall terminate
when the ITT Group holds less than 7.5% of the outstanding shares of our common
stock. The ITT Group may assign the Board Rights in whole, but not in part, to
any one transferee from the ITT Group of 10% or more of the outstanding shares
of our common stock (the "Rights Transferee"). The ITT designees currently on
the Board are Tony Coelho, Robin Josephs, Merrick R. Kleeman and Barry S.
Sternlicht. Upon completion of this offering and the stock repurchase, whether
or not the underwriters exercise the over-allotment option, the ITT Group will
hold less than 7.5% of our outstanding common stock, terminating the Board
Rights.

The Stockholder Agreement prevents us, as a result of any statutory anti-
takeover or other anti-takeover provisions adopted by us, from (1)
significantly limiting or restricting the ability of the ITT Group or any
transferee from the ITT Group of 10% or more of the outstanding shares of our
common stock to transfer or vote our common stock held by it or (2)
significantly adversely affecting the value of the shares of our common stock
currently owned by the ITT Group or any transferee from the ITT Group of 10% or
more of the outstanding shares of our common stock. The Stockholder Agreement
also prevents us from taking any action that would subject any such shares to
any restriction, limitation or provision of law to which other holders of our
common stock are not subject. These restrictions will end when the ITT Group
holds less than 10% of the outstanding shares of our common stock. Upon the
closing of this offering and the stock repurchase, the ITT Group will hold less
than 10% of our outstanding common stock.

The Stockholder Agreement prohibits the ITT Group or the Rights Transferee
from transferring any of the shares of our common stock if such transfer would
cause a change in control of ESI or any of our institutes, until we receive all
of the required prior approvals of the DOE, Accrediting Commissions and SEAs.

The Stockholder Agreement also includes reciprocal indemnifications of ITT
and ESI by the other against all losses, claims and expenses arising after June
9, 1998 from (1) any misstatements or omissions by the indemnifying party in
the Registration Statement and Prospectus for the June 1998 Offering or (2) any
current or future litigation involving the indemnifying party's operations or
business. Pursuant to these provisions, we will indemnify ITT against all
expenses and any liabilities incurred by ITT in connection with the Eldredge
case and similar lawsuits described under "Business--Legal Proceedings."

The Stockholder Agreement preserves our access to certain insurance policies
covering us when we were a subsidiary of ITT.

Employee Benefits Agreement. An Employee Benefits Agreement (the "Benefits
Agreement"), among other things, provides for the allocation and assignment of
the respective rights and obligations of ESI and ITT before and after the June
1998 Offering with respect to benefits and compensation matters pertaining to
our

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current and former employees. Under the terms of the Benefits Agreement, after
the June 1998 Offering we ceased participation in all ITT employee benefit
plans and programs, the services provided to us under our former Employee
Benefits and Administrative Services Agreement with ITT ceased and we became
responsible for establishing and maintaining our own employee benefit plans and
programs.

In particular, the Benefits Agreement ended participation of our employees in
the Pension Plan, the Excess Pension Plan, the Savings Plan and the Excess
Savings Plan. The Pension Plan retained all assets and all liabilities for the
benefits accrued under it by our participating employees. We assumed the
liability for all benefits accrued under the Excess Pension Plan by each of our
participating employees since the date of Starwood Hotels' acquisition of ITT
and prior to the June 1998 Offering. The Savings Plan transferred a significant
portion of the assets in such plan for the accounts of our employees to a
qualified 401(k) plan established by us, and we assumed all obligations with
respect to such transferred assets. We assumed the liability for all benefits
accrued under the Excess Savings Plan by each of our participating employees
since the date of Starwood Hotels' acquisition of ITT and prior to the June
1998 Offering.

The Benefits Agreement also provides that, during 1998, we could utilize
ITT's services in the administration of our indemnity medical plan. We were
responsible for all claims incurred under our indemnity plan, but in 1998 our
liability for such claims was subject to stop loss coverage for individual
medical claims greater than $50,000. We paid an allocated share of all
indemnity plan claims in excess of $50,000 for all companies affiliated with
ITT that participated in this stop loss arrangement. We also paid our share of
the administrative and stop loss pooling expenses incurred by ITT with respect
to these services.

In accordance with the Benefits Agreement, ITT transferred assets relating
to, and we assumed all obligations for, (1) all future post-retirement medical
plan obligations attributable to one of our employees and (2) medical and life
insurance coverage of our current and former disabled employees entitled to
such coverage. ITT retained all assets relating to, and all obligations to
provide, (1) retiree life insurance coverage to our former employees entitled
to such coverage as of December 31, 1997 and (2) disability payments to our
current and former employees who were disabled as of December 31, 1997 and are
receiving disability payments under ITT's long-term disability plan.

In addition to the other employee benefit plans and programs offered by us,
we offer our own 401(k) plan, excess savings plan, pension plan and excess
pension plan for the benefit of our employees, at a cost similar to what we
paid to participate in comparable plans offered by ITT.

Stock Repurchase Agreement. In connection with this offering, we have entered
into a Stock Repurchase Agreement, pursuant to which we and the Selling
Stockholder have agreed, among other things, to the following:

. we will repurchase from the Selling Stockholder 1,500,000 shares of our
common stock at a per share price equal to the lesser of (1) the public
offering price, less underwriting discounts and commissions and (2)
$32.84;

. upon completion of this offering and the stock repurchase, the Selling
Stockholder will pay us $500,000 for administrative expenses and an
additional $500,000 for administrative expenses if certain conditions
related to this offering are satisfied;

. the License Agreement will be amended, effective upon the consummation of
this offering and the stock repurchase, and would:

. provide us with a perpetual royalty-free license to use the Licensed
Mark;

. expand the manner in which we can use the Licensed Mark; and

. allow us to assign our license to use the Licensed Mark to any of our
wholly-owned subsidiaries;

. the Selling Stockholder will use its best efforts to cause Tony Coelho,
Robin Josephs, Merrick R. Kleeman and Barry S. Sternlicht to resign from
the Board upon the consummation of this offering and the stock
repurchase;

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. if the underwriters' over-allotment option is not exercised in full, we
will file a post-effective amendment to the registration statement of
which this prospectus is a part converting it into a shelf registration
statement covering all remaining shares of our common stock held by ITT.
In addition, ITT has agreed that this shelf registration will constitute
ITT's last remaining demand registration under the Registration Rights
Agreement; and

. we and the Selling Stockholder will indemnify each other against certain
liabilities that may arise in connection with this offering, the stock
repurchase or the related transactions.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common stock
and 5,000,000 shares of preferred stock, $.01 par value. As of December 31,
1998, 27,011,202 shares of our common stock (including the shares of our common
stock being offered by ITT) were outstanding and, after giving effect to this
offering and the stock repurchase, 25,511,202 shares of our common stock would
have been outstanding. We have not issued any shares of our preferred stock.

COMMON STOCK

All outstanding shares of our common stock are validly issued, fully paid and
non-assessable. Each outstanding share of our common stock is entitled to such
dividends as may be declared from time to time by the Board consistent with the
provisions of our Restated Certificate of Incorporation, By-Laws and applicable
law. See "Dividend Policy." Each outstanding share is entitled to one vote on
all matters submitted to a vote of stockholders. There are no cumulative voting
rights and, therefore, the holders of a majority of the shares voting for the
election of the classified Board can elect all of the Directors in any class up
for election, if they so choose. In the event of our liquidation, dissolution
or winding up, holders of our common stock are entitled to receive on a pro
rata basis any assets remaining after provision for payment of creditors and
after payment of any liquidation preferences to holders of our preferred stock.
Holders of our common stock have no conversion rights or preemptive rights to
purchase or subscribe for additional shares of our common stock or any of our
other securities. The rights, preferences and privileges of holders of shares
of our common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of our preferred stock that we
designate and issue in the future.

PREFERRED STOCK

Our authorized preferred stock is available for issuance from time to time at
the discretion of the Board without stockholder approval. The Board has the
authority to prescribe for each series of preferred stock it establishes: (1)
the number of shares in that series, (2) the consideration (not less than its
par value) for such shares in that series and (3) the designations, powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions of such series. Depending on
the rights of such preferred stock, the issuance of our preferred stock could
have an adverse effect on holders of our common stock by delaying or preventing
a change in control of ESI, making removal of our present management more
difficult or resulting in restrctions upon the payment of dividends and other
distributions to the holders of our common stock. We currently have no
intentions to issue any shares of any class or series of our preferred stock.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Immediately after this offering and the stock repurchase, there will be
approximately 24,488,798 shares of our common stock and 5,000,000 shares of our
preferred stock available for future issuance. Delaware law does not require
stockholder approval for any issuance of authorized shares. The listing
requirements of the NYSE, which would apply so long as our common stock
remained listed on the NYSE, however, require stockholder

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approval of certain issuances equal to or exceeding 20% of the then-outstanding
voting power of ESI. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital or to facilitate corporate acquisitions. We currently do not have any
plans to issue additional shares of common stock or preferred stock.

One of the effects of the existence of unissued and unreserved shares of our
common stock and preferred stock may be to enable the Board to issue shares to
persons friendly to current management, which issuance could render more
difficult or discourage an attempt to obtain control of ESI by means of a
merger, tender offer, proxy contest or otherwise and, thereby, protect the
continuity of our managment and possibly deprive our stockholders of
opportunities to sell their shares of our common stock at prices higher than
prevailing market prices. Such additional shares also could be used to dilute
the stock ownership of persons seeking to obtain control of ESI pursuant to the
operation of a stockholders' rights plan or otherwise.

PROVISIONS OF RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS AFFECTING
CHANGE IN CONTROL

Our Restated Certificate of Incorporation and By-Laws provide that the Board
will be divided into three classes of Directors, each class to be as nearly
equal in number as possible. The term of office of one class of Directors
expires each year in rotation so that one class is elected at each annual
meeting of stockholders for a full three-year term. Under Delaware law, members
of a classified board of directors can be removed by stockholders only for
"cause" unless a corporation's certificate of incorporation provides otherwise.
Our Restated Certificate of Incorporation does not provide for removal without
cause. Our Restated Certificate of Incorporation provides that the Board shall
consist of not less than three nor more than 20 members. The number of
Directors will be fixed from time to time by resolution of the Board. The
affirmative vote of the holders of a majority of the outstanding shares of our
capital stock entitled to vote is required to amend, alter, change or repeal
the classified board of directors provisions in our Restated Certificate of
Incorporation or to remove a Director with cause prior to the expiration of his
or her term. Under the classified board of directors provisions described
above, it would take at least two elections of Directors for any individual or
group to gain control of the Board. Accordingly, these provisions would tend to
discourage unfriendly takeovers.

Our By-Laws also contain provisions that may limit or restrict the ability of
our stockholders to effect changes in control. Under our By-Laws, our
stockholders do not have the right to call special meetings of stockholders. In
addition, our stockholders must comply with the advance notice provisions in
our By-Laws to make nominations for members of the Board and to submit matters
for a vote at meetings of stockholders.

DELAWARE GENERAL CORPORATION LAW

We are subject to Section 203 of the Delaware General Corporation Law
("Section 203"). In general, Section 203 provides that a corporation may not
engage in a "business combination" with an "interested stockholder" for a
period of three years from the date that such person became an interested
stockholder unless (1) the transaction that results in the person's becoming an
interested stockholder, or the business combination, is approved by the board
of directors of the corporation before the person becomes an interested
stockholder, (2) upon consummation of the transaction which results in the
stockholder becoming an interested stockholder, the interested stockholder owns
85% or more of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding shares owned by persons who are directors and
officers, and shares owned by employee stock plans or (3) on or after the date
the person becomes an interested stockholder, the business combination is
approved by the corporation's board of directors and by holders of at least
two-thirds of the corporation's outstanding voting stock, excluding shares
owned by the interested stockholder, at a meeting of stockholders. Under
Section 203, an "interested stockholder" is defined as any person, other than
the corporation and any direct or indirect majority-owned subsidiaries, that is
(1) the owner of 15% or more of the outstanding voting stock of the corporation
or (2) an affiliate or associate of the corporation and the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested

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stockholder or (3) an affiliate or associate of such person. Section 203
defines a "business combination" to include, without limitation, mergers,
consolidations, stock sales and asset based transactions and other transactions
resulting in a financial benefit to the interested stockholder.

Under certain circumstances, Section 203 makes it more difficult for a person
who would be an "interested stockholder" to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
under Section 203. Our Restated Certificate of Incorporation does not exclude
us from the restrictions imposed under Section 203. The provisions of Section
203 may encourage companies interested in acquiring us to negotiate in advance
with the Board, because the stockholder approval requirement would be avoided
if a majority of the Directors then in office approve either the business
combination or the transaction which results in the stockholder becoming an
interested stockholder. Such provisions also may have the effect of preventing
changes in our management. It is possible that such provisions could make it
more difficult to accomplish transactions which stockholders may otherwise deem
to be in their best interests.

Section 203 excludes from the definition of "interested stockholder" any of
our stockholders that owned over 15% of our outstanding voting stock on
December 23, 1987, so long as such holder continues to own over 15% of our
outstanding voting stock. Accordingly, ITT is not subject to the restrictions
of Section 203.

TRANSFER AGENT AND REGISTRAR

The Bank of New York is the transfer agent and registrar of our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

We cannot make any predictions as to the effect, if any, that future sales of
shares of our common stock, or the availability of shares of our common stock
for future sale, will have on the market price of our common stock prevailing
from time to time. Sales of substantial amounts of our common stock in the
public market following this offering, or the perception that such sales could
occur, could adversely affect the market price of our common stock and may make
it more difficult for us to sell our equity securities in the future at a time
and price which we deem appropriate.

Immediately after this offering and the stock repurchase, we will have
25,511,202 shares of common stock outstanding. The shares of our common stock
sold in this offering will be freely tradeable without restriction or further
registration under the Securities Act except for any of those shares that are
beneficially owned at any time by an "affiliate" of ESI within the meaning of
Rule 144 under the Securities Act (which sales will be subject to the timing,
volume and manner of sale limitations of Rule 144). The 950,000 outstanding
shares of our common stock held by ITT after this offering and the stock
repurchase (no shares if the over-allotment option is exercised in full) are
"restricted" securities within the meaning of Rule 144 under the Securities Act
and may not be publicly resold, except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration, including that provided by Rule 144 under the Securities Act. We
have agreed to file a post-effective amendment to the registration statement of
which this prospectus is a part, converting it into a shelf registration with
respect to any shares of our common stock that ITT continues to own after this
offering and the stock repurchase. See "Relationship with Selling Stockholder
and Related Transactions."

In general, under Rule 144 as currently in effect, if one year has elapsed
since the date of acquisition of beneficial ownership of restricted shares of
our common stock from us or any of our affiliates, the acquirer or subsequent
holder of such shares is entitled to sell within any three-month period a
number of such shares that does not exceed the greater of 1% of the then
outstanding shares of our common stock or the reported average weekly trading
volume of our common stock on national securities exchanges during the four
calendar weeks preceding such sale. Sales under Rule 144 are also subject to
certain provisions regarding the manner of sale,

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notice requirements and the availability of current public information about
us. If two years have elapsed since the date of acquisition of restricted
shares of our common stock from us or any of our affiliates and the acquiror or
subsequent holder is not deemed to have been an affiliate of us for at least 90
days prior to a proposed transaction, such person would be entitled to sell
such shares under Rule 144 without regard to the limitations described above.

We, our executive officers, ITT and Starwood Hotels have agreed not to offer,
sell, contract to sell, announce the intention to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, any shares of our common stock
or securities or other rights convertible into or exchangeable or exercisable
for any shares of our common stock, without the prior written consent of Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc., for a period of
90 days after the date of this Prospectus; provided, however, that such
restrictions will not apply to the stock repurchase or the filing of the post-
effective amendment to the registration statement, or affect our ability to
grant options for our common stock pursuant to our stock option plans or to
issue our common stock pursuant to the exercise of stock options currently
outstanding or granted pursuant to our stock option plans.

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UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1999 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters"), for whom Credit Suisse First
Boston Corporation, Salomon Smith Barney Inc., Bear, Stearns & Co. Inc., BT
Alex. Brown Incorporated, Morgan Stanley & Co. Incorporated and NationsBanc
Montgomery Securities LLC are acting as the representatives (the
"Representatives"), have severally but not jointly agreed to purchase from ITT
the following respective numbers of shares of our common stock:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation..........................
Salomon Smith Barney Inc........................................
Bear, Stearns & Co. Inc.........................................
BT Alex. Brown Incorporated.....................................
Morgan Stanley & Co. Incorporated...............................
NationsBanc Montgomery Securities LLC...........................
---------
Total....................................................... 7,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all the shares of our common stock offered hereby (other
than those shares covered by the over-allotment option described below) if any
are purchased. The Underwriting Agreement provides that, in the event of a
default by an Underwriter, in certain circumstances the purchase commitments of
nondefaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.

ITT has granted to the Underwriters an option, expiring at the close of
business on the 30th day after the date of this prospectus, to purchase up to
950,000 additional shares from it at the public offering price, less the
underwriting discounts and commissions, all as set forth on the cover page of
this prospectus. Such option may be exercised only to cover over-allotments in
the sale of the shares of our common stock offered by this prospectus. To the
extent such option is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same percentage of
such additional shares of our common stock as it was obligated to purchase
pursuant to the Underwriting Agreement.

We and ITT have been advised by the Representatives that the Underwriters
propose to offer shares of our common stock to the public initially at the
public offering price set forth on the cover page of this prospectus and,
through the Representatives, to certain dealers at such price less a concession
of $ per share, and the Underwriters and such dealers may allow a
discount of $ per share on sales to certain other dealers. After the
initial public offering, the public offering price and concession and discount
to dealers may be changed by the Representatives.

The following table summarizes the compensation to be paid to the
Underwriters by ESI and the Selling Stockholder, and the expenses payable by
ESI and the Selling Stockholder.

<TABLE>
<CAPTION>
TOTAL
-------------------
WITHOUT WITH
PER OVER- OVER-
SHARE ALLOTMENT ALLOTMENT
------- --------- ---------
<S> <C> <C> <C>
Underwriting Discounts and Commissions paid
by ESI..................................... $ $ $
Expenses payable by ESI..................... $ $ $
Underwriting Discounts and Commissions paid
by the Selling Stockholder................. $ $ $
Expenses payable by the Selling
Stockholder................................ $ $ $
</TABLE>

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We, our executive officers, ITT and Starwood Hotels have agreed not to offer,
sell, contract to sell, announce an intention to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the SEC a registration
statement under the Securities Act relating to, any shares of our common stock
or securities or other rights convertible into or exchangeable or exercisable
for any shares of our common stock, without the prior written consent of Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc., for a period of
90 days after the date of this prospectus; provided, however, that such
restrictions will not apply to the stock repurchase, or the filing of a post-
effective amendment to the registration statement of which this prospectus is a
part, or affect our ability to grant options for our common stock pursuant to
our stock option plans or to issue our common stock pursuant to the exercise of
stock options currently outstanding or granted pursuant to our stock plans.

The Underwriters have reserved for sale, at the initial public offering
price, up to 400,000 shares of our common stock for the ESI 401(k) Plan, which
has expressed an interest in purchasing such shares of our common stock in this
offering. The number of shares available for sale to the general public in the
offering will be reduced to the extent the ESI 401(k) Plan purchases such
reserved shares. Any reserved shares not so purchased will be offered by the
Underwriters to the general public on the same terms as the other shares
offered in this prospectus.

We and ITT have agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, and,
together with Starwood Hotels, contribute to payments that the Underwriters may
be required to make in respect thereof.

Our common stock is listed on the NYSE under the symbol "ESI."

The Representatives, on behalf of the Underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. Over-
allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase shares of our common stock so long as the stabilizing bids do not
exceed a specified maximum. Syndicate covering transactions involve purchases
of shares of our common stock in the open market after the distribution has
been completed in order to cover syndicate short positions. Penalty bids permit
the Representatives to reclaim a selling concession from a syndicate member
when the shares of our common stock originally sold by such syndicate member
are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the shares of our common stock to be higher
than it would otherwise be in the absence of such transactions. These
transactions may be effected on the NYSE or otherwise and, if commenced, may be
discontinued at any time.

Certain of the Underwriters have provided advisory and investment banking
services to us in the past, for which customary compensation has been received.

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NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of our common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and ITT prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of our common stock are effected. Accordingly, any resale of our
common stock in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of our common stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of our common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, ITT and the dealer from whom
such purchase confirmation is received that (1) such purchaser is entitled
under applicable provincial securities laws to purchase our common stock
without the benefit of a prospectus qualified under such securities laws, (2)
where required by law, that such purchaser is purchasing as principal and not
as agent, and (3) such purchaser has reviewed the text above under "Resale
Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission of rights of action under
the civil liability provisions of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named in
this prospectus and ITT may be located outside of Canada and, as a result, it
may not be possible for Canadian purchasers to effect service of process within
Canada upon the issuer, such persons or ITT. All or a substantial portion of
the assets of the issuer, such persons and ITT may be located outside of Canada
and, as a result, it may not be possible to satisfy a judgment against the
issuer, such persons or ITT in Canada or to enforce a judgment obtained in
Canadian courts against the issuer, such persons or ITT outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of our common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
shares of our common stock acquired by such purchaser pursuant to this
offering. Such report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #95/17, a copy of which may be obtained
from us. Only one such report must be filed in respect of shares of our common
stock acquired on the same date and under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of our common stock should consult their own legal and
tax advisers with respect to the tax consequences of an investment our common
stock in their particular circumstances and with respect to the eligibility of
our common stock for investment by the purchaser under relevant Canadian
legislation.

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CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a general discussion of certain United States ("U.S.")
federal income and estate tax consequences of the ownership and disposition of
our common stock applicable to a beneficial owner of our common stock that is a
"Non-U.S. Holder." As used herein, the term "Non-U.S. Holder" means a person or
entity other than (1) a citizen or individual resident of the U.S., (2) a
corporation or partnership created or organized in or under the laws of the
U.S. or any political subdivision thereof, (3) an estate the income of which is
subject to U.S. federal income tax regardless of its source, or (4) in general,
a trust if (a) a court within the U.S. is able to exercise primary supervision
over the administration of the trust and (b) one or more U.S. persons have the
authority to control all substantial decisions of the trust.

This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), existing and proposed regulations promulgated under the Code and
administrative and judicial interpretations of the Code, all as of the date of
this prospectus, and all of which are subject to change, possibly with
retroactive effect. This discussion does not address all aspects of U.S.
federal income and estate taxation that may be important to Non-U.S. Holders in
light of their particular circumstances (including tax consequences applicable
to certain former citizens or long-term residents of the U.S. and to certain
Non-U.S. Holders that are, or hold interests in common stock through,
partnerships or other fiscally transparent entities (including "hybrid
entities")) and does not address U.S. state and local or non-U.S. tax
consequences. PROSPECTIVE NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE PARTICULAR U.S. FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK, AS
WELL AS THE TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.

DIVIDENDS

We do not anticipate paying any cash dividends on shares of our common stock
in the foreseeable future. See "Dividend Policy." In the event, however, that
we do pay dividends on shares of our common stock, a Non-U.S. Holder of our
common stock generally will be subject to withholding of U.S. federal income
tax at a rate of 30% of the gross amount of the dividend, or such lower rate as
may be specified by an income tax treaty between the U.S. and a foreign country
of which the Non-U.S. Holder is treated as a resident within the meaning of the
applicable tax treaty. Under currently effective U.S. Treasury regulations,
dividends paid to an address in a foreign country are presumed to be paid to a
resident of that country for purposes of the withholding discussed above
(unless the payor has knowledge to the contrary), and, under the current
interpretation of U.S. Treasury regulations, for purposes of determining the
applicability of a lower rate of withholding tax provided by a tax treaty.
Under U.S. Treasury regulations published on October 14, 1997, as modified by
IRS Notice 98-16 released on March 27, 1998 (the "New Withholding
Regulations"), a Non-U.S. Holder of our common stock who wishes to claim the
benefit of an applicable treaty rate (and avoid backup withholding as discussed
below) generally will be required to satisfy specified certification and other
requirements with respect to dividends paid after December 31, 1999 (and, in
certain circumstances, may be required to satisfy such certification and other
requirements with respect to dividends paid after December 31, 1998). In
addition, the New Withholding Regulations contain special rules regarding the
availability of treaty benefits for payments made to (1) foreign
intermediaries, (2) U.S. or foreign wholly-owned entities that are disregarded
for U.S. federal income tax purposes and (3) partnerships and other entities
that are treated as fiscally transparent in the U.S., the applicable income tax
treaty jurisdiction, or both. Prospective investors should consult their own
tax advisors regarding their entitlement to benefits under a relevant income
tax treaty and as to the effect, if any, of the New Withholding Regulations on
an investment in our common stock.

Dividends paid to a Non-U.S. Holder that are either (1) effectively connected
with the Non-U.S. Holder's conduct of a trade or business within the U.S. or
(2) if a tax treaty applies, attributable to a permanent establishment
maintained by the Non-U.S. Holder in the U.S., will not be subject to the
withholding tax (provided in either case the Non-U.S. Holder files the
appropriate documentation with ESI or its agent), but,

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instead, will be subject to regular U.S. federal income tax at the graduated
rates in the same manner as if the Non-U.S. Holder were a U.S. resident. In
addition to such graduated tax, in the case of a Non-U.S. Holder that is a
corporation, effectively connected dividends or, if a tax treaty applies,
dividends attributable to a U.S. permanent establishment of the corporate Non-
U.S. Holder, may be subject to a "branch profits tax" which is imposed, under
certain circumstances, at a rate of 30% (or such lower rate as may be specified
by an applicable tax treaty) of the corporate Non-U.S. Holder's "effectively
connected earnings and profits," subject to certain adjustments.

A Non-U.S. Holder of our common stock that is eligible for a reduced rate of
U.S. withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing a timely claim for refund with the Internal Revenue
Service ("IRS").

GAIN ON DISPOSITION OF OUR COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain recognized on a sale or other taxable disposition of our
common stock unless (1) the gain is effectively connected with a trade or
business of the Non-U.S. Holder in the U.S. or, if a tax treaty applies,
attributable to a U.S. permanent establishment of the Non-U.S. Holder, (2) in
the case of a Non-U.S. Holder who is a nonresident alien individual and holds
our common stock as a capital asset, such individual is present in the U.S. for
183 or more days in the taxable year of the sale or other disposition and
certain other conditions are met, or (3) we are or have been a "U.S. real
property holding corporation" for U.S. federal income tax purposes at any time
within the shorter of the five-year period preceding such disposition or the
period such Non-U.S. Holder held our common stock. A corporation is a "U.S.
real property holding corporation" if the fair market value of the U.S. real
property interests held by the corporation is 50% or more of the aggregate fair
market value of certain assets of the corporation. We believe that we are not
and have not been, and we do not anticipate becoming, a "U.S. real property
holding corporation." If we were, or were to become, a "U.S. real property
holding corporation," so long as our common stock is "regularly traded" on an
established securities market within the meaning of the Code, only a Non-U.S.
Holder that owns, directly or pursuant to certain attribution rules, more than
5% of our common stock (at any time during the shorter of the periods described
above) will be subject to U.S. federal income tax on the sale or other
disposition of our common stock on account of us being a "U.S. real property
holding corporation."

If an individual Non-U.S. Holder is described in clause (1) above, he or she
will be taxed on the net gain derived from the sale or other disposition at
regular graduated U.S. federal income tax rates. If an individual Non-U.S.
Holder falls under clause (2) above, he or she will be subject to a flat 30%
tax on the gain derived from the sale or other disposition, which may be offset
by certain U.S.-source capital losses (notwithstanding the fact that such
individual is not considered a resident of the U.S.). If a Non-U.S. Holder that
is a corporation falls under clause (1) above, it will be taxed on its net gain
derived from the sale or other disposition at regular graduated U.S. federal
income tax rates and may be subject to an additional branch profits tax at a
rate of 30% (or such lower rate as may be specified by an applicable tax
treaty) of the corporate Non-U.S. Holder's "effectively connected earnings and
profits," subject to certain adjustments.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

Generally, we must report annually to the IRS the amount of dividends paid to
a Non-U.S. Holder and the amount, if any, of tax withheld with respect to, such
Non-U.S. Holder. These information reporting requirements apply regardless of
whether withholding is required. A similar report is sent to the Non-U.S.
Holder. Pursuant to tax treaties or certain other agreements, the IRS may make
its reports available to tax authorities in the recipient's country of
residence.

Currently, U.S. backup withholding tax (which generally is a withholding tax
imposed at a rate of 31% on certain payments to persons that fail to furnish
the information required under the U.S. information reporting requirements)
will generally not apply to dividends paid on our common stock to a Non-U.S.
Holder at an

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address outside the U.S., unless the payor has actual knowledge that the payee
is a U.S. person. Backup withholding tax generally will apply to dividends paid
on our common stock at addresses inside the U.S. to Non-U.S. Holders who fail
to provide certain identifying information in the manner required.

In addition, information reporting and backup withholding imposed at a rate
of 31% will apply to the proceeds of a disposition of our common stock paid to
or through a U.S. office of a broker unless the disposing holder, under
penalties of perjury, certifies as to its non-U.S. status or otherwise
establishes an exemption. Generally, U.S. information reporting and backup
withholding will not currently apply to a payment of disposition proceeds if
the payment is made outside the U.S. through a non-U.S. office of a non-U.S.
broker. However, U.S. information reporting requirements (but not backup
withholding) will apply to a payment of disposition proceeds outside the U.S.
if the payment is made through an office outside the U.S. of a broker that is
(1) a U.S. person, (2) a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the U.S.
or (3) a "controlled foreign corporation" for U.S. federal income tax purposes,
unless the broker maintains documentary evidence that the holder is a Non-U.S.
Holder and certain other conditions are met, or the holder otherwise
establishes an exemption.

Under the New Withholding Regulations, which generally are effective for
payments made after December 31, 1999 (but which, in certain circumstances, may
apply to payments made after December 31, 1998), the payment of dividends, and
the payment of proceeds from the disposition of our common stock through
brokers having certain connections with the U.S., may be subject to information
reporting and backup withholding at a rate of 31% unless certain IRS
certification requirements are satisfied or an exemption is otherwise
established. Prospective investors should consult with their own tax advisors
regarding the application of the New Withholding Regulations to their
particular circumstances.

Backup withholding is not an additional tax. Rather, the U.S. tax liability
of persons subject to backup withholding will be reduced by a credit for the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided that the required information is furnished to
the IRS.

FEDERAL ESTATE TAX

Shares of our common stock owned or treated as owned by an individual who is
not a citizen or resident of the U.S. at the time of his or her death will be
includable in the individual's gross estate for U.S. federal estate tax
purposes, unless an applicable tax treaty provides otherwise, and may be
subject to U.S. federal estate tax. Estates of non-resident aliens are
generally allowed a statutory credit which has the effect of offsetting the
U.S. federal estate tax imposed on the first $60,000 of the taxable estate.

LEGAL MATTERS

Baker & Daniels, Indianapolis, Indiana, will verify the validity of our
common stock offered by this prospectus. Dewey Ballantine LLP, legal counsel
for the Underwriters, will be responsible for certain legal matters relating to
this offering.

EXPERTS

The financial statements as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997 included in this prospectus
have been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

76
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants....................................... F-2
Statements of Income and Retained Earnings for the years ended December
31, 1997, December 31, 1996 and December 31, 1995 and for the nine
months ended September 30, 1998 and 1997 (unaudited)................... F-3
Balance Sheets as of December 31, 1997, December 31, 1996 and September
30, 1998 (unaudited)................................................... F-4
Statements of Cash Flows for years ended December 31, 1997, December 31,
1996 and December 31, 1995, and the nine months ended September 30,
1998 and 1997 (unaudited).............................................. F-5
Notes to Financial Statements........................................... F-6
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
ITT Educational Services, Inc.

In our opinion, the accompanying balance sheets and the related statements of
income and retained earnings and of cash flows present fairly, in all material
respects, the financial position of ITT Educational Services, Inc. at December
31, 1997 and 1996, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP
Indianapolis, Indiana
January 10, 1998, except for
Notes 1, 2, 3 and 8 which
are as of June 9, 1998
and Note 10 which is as
of October 6, 1998

F-2
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- --------------------------
1998 1997 1997 1996 1995
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Tuition.......................... $185,999 $165,848 $222,457 $196,692 $171,936
Other educational................ 33,065 30,100 39,207 35,627 29,895
-------- -------- -------- -------- --------
Total revenues............... 219,064 195,948 261,664 232,319 201,831
COSTS AND EXPENSES
Cost of educational services..... 132,186 119,407 163,053 145,197 130,338
Student services and
administrative expenses......... 60,763 55,151 72,388 66,546 57,268
Legal settlement................. 12,858 -- -- -- --
Offering, change in control and
other one-time expenses......... 1,872 -- -- -- --
-------- -------- -------- -------- --------
Total costs and expenses..... 207,679 174,558 235,441 211,743 187,606
Operating income 11,385 21,390 26,223 20,576 14,225
Interest income, net............. 3,852 4,051 5,565 4,119 4,802
-------- -------- -------- -------- --------
Income before income taxes....... 15,237 25,441 31,788 24,695 19,027
Income taxes..................... 6,472 10,176 12,665 9,844 7,636
-------- -------- -------- -------- --------
Net income....................... 8,765 15,265 19,123 14,851 11,391
Retained earnings, beginning of
period.......................... 55,032 35,909 35,909 21,058 9,667
-------- -------- -------- -------- --------
Retained earnings, end of
period.......................... $ 63,797 $ 51,174 $ 55,032 $ 35,909 $ 21,058
======== ======== ======== ======== ========
Earnings per common share (basic
and diluted).................... $ 0.32 $ 0.56 $ 0.71 $ 0.55 $ 0.42
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, -----------------
1998 1997 1996
------------- -------- --------
(UNAUDITED)
ASSETS
- ------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents.................... $ 63,265 $ 29 $ 74
Restricted cash.............................. 1,161 3,860 5,911
Cash invested with ITT Corporation........... -- 94,800 89,808
Marketable debt securities................... 35,540 -- --
Accounts receivable, less allowance for
doubtful accounts of $1,102, $1,393 and
$1,044...................................... 17,303 9,680 9,378
Deferred income tax.......................... 4,494 2,019 1,455
Prepaids and other current assets............ 4,221 2,570 1,823
--------- -------- --------
Total current assets....................... 125,984 112,958 108,449
Property and equipment, net.................... 24,931 22,886 19,360
Direct marketing costs......................... 7,773 6,882 5,774
Other assets................................... 3,182 3,188 2,166
--------- -------- --------
Total assets............................... $ 161,870 $145,914 $135,749
========= ======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C> <C>
Current liabilities
Accounts payable............................. $ 20,442 $ 14,974 $ 12,188
Accrued compensation and benefits............ 6,395 3,245 4,253
Other accrued liabilities.................... 14,711 6,877 5,432
Deferred tuition revenue..................... 21,381 30,850 43,532
--------- -------- --------
Total current liabilities.................. 62,929 55,946 65,405
Other liabilities.............................. 2,361 2,153 1,652
--------- -------- --------
Total liabilities.......................... 65,290 58,099 67,057
--------- -------- --------
Commitments and contingent liabilities (Note
10)
Shareholders' equity
Preferred stock, $.01 par value, 5,000,000
shares authorized, none issued or
outstanding................................. -- -- --
Common stock, $.01 par value, 50,000,000
shares authorized, 26,999,952 issued and
outstanding................................. 270 270 270
Capital surplus.............................. 32,513 32,513 32,513
Retained earnings............................ 63,797 55,032 35,909
--------- -------- --------
Total shareholders' equity................. 96,580 87,815 68,692
--------- -------- --------
Total liabilities and shareholders'
equity.................................... $ 161,870 $145,914 $135,749
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ ----------------------------
1998 1997 1997 1996 1995
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income................ $ 8,765 $ 15,265 $ 19,123 $ 14,851 $ 11,391
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and
amortization........... 6,763 5,797 7,939 7,493 7,542
Provision for doubtful
accounts............... 2,551 1,416 2,354 1,738 1,173
Deferred taxes.......... (2,246) 288 202 (443) (240)
Increase/decrease in
operating assets and
liabilities:
Marketable debt
securities........... (35,540) -- -- -- --
Accounts receivable... (10,174) (2,919) (2,656) (3,524) (2,189)
Direct marketing
costs................ (891) (913) (1,108) (743) 23
Accounts payable and
accrued liabilities.. 16,429 4,245 2,958 3,083 1,438
Prepaids and other
assets............... (1,645) (1,555) (1,769) 220 683
Deferred tuition
revenue.............. (9,469) (8,579) (12,682) 3,469 (908)
-------- -------- -------- -------- --------
Net cash provided by (used
for) operating activities.. (25,457) 13,045 14,361 26,144 18,913
-------- -------- -------- -------- --------
Cash flows used for
investing activities:
Capital expenditures,
net...................... (8,806) (8,294) (11,465) (7,868) (8,206)
Net decrease (increase) in
cash invested with ITT
Corporation.............. 94,800 (9,822) (4,992) (17,923) (15,975)
-------- -------- -------- -------- --------
Net cash provided by (used
for) investing activities.. 85,994 (18,116) (16,457) (25,791) (24,181)
-------- -------- -------- -------- --------
Net increase (decrease) in
cash, cash equivalents and
restricted cash............ 60,537 (5,071) (2,096) 353 (5,268)
Cash, cash equivalents and
restricted cash at
beginning of period........ 3,889 5,985 5,985 5,632 10,900
-------- -------- -------- -------- --------
Cash, cash equivalents and
restricted cash at end of
period..................... $ 64,426 $ 914 $ 3,889 $ 5,985 $ 5,632
======== ======== ======== ======== ========
Supplemental disclosure of
cash flow information:
Cash paid during the
period for:
Income taxes............ $ 3,434 $ 8,636 $ 12,352 $ 10,051 $ 8,168
Interest................ 178 201 291 273 550
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995, AND SEPTEMBER 30, 1998
AND 1997 (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

1. OWNERSHIP AND CHANGE IN CONTROL

Since the ITT Educational Services, Inc. (the "Company") initial public
offering in 1994, 83.3% of the outstanding Common Stock of the Company was
owned by ITT Corporation ("ITT") until June 9, 1998.

On February 23, 1998, Starwood Hotels & Resorts Worldwide, Inc. ("Starwood
Hotels") completed the acquisition (the "Merger") of ITT and ITT became a
subsidiary of Starwood Hotels. As a result of the Merger, each ITT Technical
Institute campus group became ineligible to participate in federal student
financial aid programs. Effective March 20, 1998, the eligibility of each ITT
Technical campus group to participate in federal student financial aid programs
was reinstated by the U.S. Department of Education ("DOE") with certain
conditions imposed by the DOE. The Company believes that it is in compliance
with or satisfies these DOE conditions.

On June 9, 1998, Starwood Hotels sold 13,050,000 shares of the Company's
common stock held by ITT to the public (48.3% of the outstanding shares) (the
"June 1998 Offering"). Starwood Hotels presently owns 35% of the outstanding
shares of the Company's common stock. The June 1998 Offering did not constitute
a change of control under the DOE's regulations.

2. SUMMARY OF ACCOUNTING PRINCIPLES AND POLICIES

Business Activities. The Company is a leading proprietary postsecondary
education system primarily offering career-focused, technical degree programs
of study. At December 31, 1997, the Company operated sixty-two (62) technical
institutes throughout the United States (64 at September 30, 1998). The Company
maintains corporate headquarters in Indianapolis, Indiana.

Interim Financial Information (unaudited). The results of operations for the
nine months ended September 30, 1998 and 1997 are not necessarily indicative of
the results to be expected for the full fiscal year. All information as of
September 30, 1998 and for the nine months ended September 30, 1998 and 1997 is
unaudited but, in the opinion of management, contains all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly
the financial condition, results of operation and cash flows of the Company.

Use of Estimates. The preparation of these financial statements, in
conformity with generally accepted accounting principles, includes estimates
that are determined by the Company's management.

Cash Equivalents and Marketable Debt Securities. The marketable debt
securities have maturity dates in excess of 90 days at the time of purchase and
are recorded at their market value. Debt securities with maturity dates less
than 90 days at the time of purchase are included in cash and cash equivalents
and are recorded at cost which approximates market value.

Property and Equipment. The Company includes all property and equipment in
the financial statements at cost. Provisions for depreciation of property and
equipment have generally been made using the straight-line method for financial
reporting purposes and accelerated methods for tax purposes. Estimated useful
lives generally range from three to ten years for furniture and equipment and
leasehold improvements. Maintenance, repairs and renewals not of a capital
nature are expensed as incurred. Fully depreciated assets no longer in use are
removed from both the asset and accumulated depreciation accounts in the year
of their retirement. Any gains or losses on dispositions are credited or
charged to income, as appropriate.

F-6
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Fair Value of Financial Instruments. The carrying amounts reported in the
balance sheets for cash, restricted cash, cash invested with ITT Corporation,
accounts receivable, accounts payable, other accrued liabilities and deferred
tuition revenue approximate fair value because of the immediate or short-term
maturity of these financial instruments. Marketable debt securities are
recorded at their market value.

Recognition of Revenues. Tuition revenue is recorded on a straight-line basis
over the length of the applicable course. If a student discontinues training,
the revenue related to the remainder of that academic quarter is recorded with
the amount of refund resulting from the application of federal, state or
accreditation requirements recorded as an expense. On an individual student
basis, tuition earned in excess of cash received is recorded as accounts
receivable, and cash received in excess of tuition earned is recorded as
deferred tuition revenue.

Other educational revenue is comprised of laboratory fees and textbook sales.
Laboratory fees are recorded as revenue at the beginning of each academic
quarter. Textbook sales are recognized when they occur.

Advertising Costs. The Company expenses all advertising costs as incurred.

Direct Marketing Costs. Direct costs incurred relating to the enrollment of
new students are capitalized using the successful efforts method. Direct
marketing costs include recruiting representatives' salaries, employee benefits
and other direct costs less enrollment fees. Direct marketing costs are
amortized on an accelerated basis over the average course length of 24 months
commencing on the start date.

Direct marketing costs on the balance sheet totaled $7,773, $6,882 and $5,774
at September 30, 1998, December 31, 1997 and December 31, 1996, respectively,
net of accumulated amortization of $5,164, $5,861 and $5,065 at those dates,
respectively.

Institute Start-Up Costs. Deferred institute start-up costs consist of all
direct costs incurred at a new institute (excluding advertising costs) that are
incurred from the date a lease for a technical institute facility is entered
into until the first class start. Such capitalized costs are amortized on a
straight-line basis over a one-year period. At September 30, 1998, December 31,
1997 and December 31, 1996, deferred start-up costs included in other assets in
the balance sheet totaled $1,008, $1,316 and $521, respectively, net of
accumulated amortization of $888, $174 and $799 at such dates, respectively.

Offering, Change in Control and Other One-time Expenses (unaudited). The
Company incurred total expenses for the June 1998 Offering of $1,117. In
addition, the Company incurred expenses of $755 in the nine months ended
September 30, 1998 associated with its change in control and establishment of
new employee benefit plans.

Costs of Computer Software Developed or Obtained for Internal Use. The
American Institute of Certified Public Accountants (the "AICPA") issued
Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" in March 1998. SOP 98-1
provides guidance on accounting for costs of computer software developed or
obtained for internal use and requires costs incurred in the application
development stage (whether internal or external) to be capitalized. Costs
incurred prior to initial application of this SOP, whether or not capitalized,
should not be adjusted to the amounts that would have been capitalized had this
SOP been in effect when those costs were incurred. The Company adopted this SOP
effective July 1, 1998, which increased net income by $0.3 million ($0.01 per
share) in the nine months ended September 30, 1998.

Income Taxes. The Company was included in the consolidated U.S. federal
income tax return of ITT prior to June 9, 1998 and determined its income tax
provision principally on a separate return basis in conformity

F-7
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

with Statement of Financial Accounting Standards ("SFAS") No. 109. Under a tax
sharing policy with ITT, income taxes were allocated to members of the U.S.
consolidated group based principally on amounts they would pay or receive if
they filed a separate income tax return. Deferred income taxes were provided on
the differences in the book and tax basis of assets and liabilities recorded on
the books of the Company (temporary differences) at the statutory tax rates
expected to be in effect when such differences reversed. Temporary differences
related to SFAS No. 106, SFAS No. 112, pension and self-insurance costs were
recorded on the books of ITT where the related assets and liabilities were
recorded. ITT paid current federal income taxes on behalf of the Company, as
calculated under the tax sharing policy, and reflected the funding through the
cash invested with ITT Corporation account.

After June 9, 1998, the Company will file its own federal income tax return,
pay its own federal income taxes and record all deferred income taxes on its
books.

Earnings Per Common Share. Earnings per common share for all periods have
been calculated in conformity with SFAS No. 128, "Earnings Per Share." Such
data is based on historical net income and the average number of shares of
Common Stock outstanding during each period. The number of average shares
outstanding utilized for basic earnings per share were 26,999,952 in the nine
months ended September 30, 1998 and in 1997, 1996 and 1995. Average shares
outstanding utilized for diluted earnings per share were 27,105,000, 27,092,000
and 27,032,000, for 1997, 1996 and 1995, respectively (27,178,000 and
27,105,000 for the nine months ended September 30, 1998 and 1997,
respectively). The difference in shares utilized in calculating basic and
diluted earnings per share represents the average number of shares issued under
the Company's stock option plan less shares assumed to be purchased with
proceeds from the exercise of the stock options.

3. RELATED PARTY TRANSACTIONS

At December 31, 1997, and during the three-year period then ended, the
relationship between the Company and ITT was governed by various agreements
summarized as follows:

Intercompany Activities. ITT provided the Company with certain centralized
treasury and financing functions. The Company transferred all unrestricted cash
receipts to ITT and received funds from ITT for all disbursements. The Company
earned interest on the average net cash balance held by ITT, at an interest
rate that was set for a 12-month period and was 30 basis points over the most
recently published rate for 12-month treasury bills. The net of all such cash
transfers as well as charges from ITT for expenses related to the Company's
participation in ITT's plans (such as pensions, medical insurance, federal
income taxes, etc.) resulted in a net balance of cash invested with ITT as of
December 31, 1997 and 1996, of $94,800 and $89,808, respectively. On February
5, 1998, ITT transferred approximately $83,000 to the Company and since that
date the Company has been performing its own cash management function.

ITT also provided certain risk management, tax and pension management
services until June 9, 1998. The fee (contract service charge) for such
services was 0.25% of the Company's annual revenue. The contract service
charges were $654, $578 and $504 for the years ended December 31, 1997, 1996
and 1995, respectively ($15 and $490 for the nine months ended September 30,
1998 and 1997, respectively).

The Company's employees participated in certain employee benefit programs
which were sponsored and administered by ITT until June 9, 1998. Administrative
costs relating to these services and participation in these plans were charged
to the Company using allocation methods management believes were reasonable.
The Company paid a processing fee related to its participation in ITT's
consolidated medical plan. The processing fees were $159, $280 and $464 in
1997, 1996 and 1995, respectively.

F-8
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Tax Agreement. ITT and the Company participated in a tax agreement which
provided, among other things, that the Company pay ITT, with respect to federal
income taxes for each period that the Company was included in ITT's
consolidated federal return, that amount that the Company would have been
required to pay had it filed a separate federal income tax return under the tax
sharing policy described in Note 2.

Similarly, with respect to state, corporate, franchise or income taxes for
those states where ITT filed a combined or consolidated state return that
included the Company, the Company paid an amount as if it filed a separate tax
return. With respect to ITT's consolidated federal and state returns, the
Company will be responsible for any deficiencies assessed with respect to such
returns if such deficiencies relate to the Company. Similarly, the Company will
be entitled to all refunds paid with respect to such returns that relate to the
Company. The Company will be responsible for all taxes, including assessments,
if any, for prior years with respect to all other taxes payable by the Company.

Management believes the statements of income include a reasonable allocation
of costs incurred by ITT which benefit the Company. The aforementioned
agreements were modified in connection with the June 1998 Offering. Management
believes that the new agreements, including the transfer of any assets or
liabilities from ITT to the Company contemplated thereunder, will not have a
material effect on the Company's financial condition, results of operations or
cash flows.

4. FINANCIAL AID PROGRAMS

The Company participates in various Title IV Programs. Approximately 70% of
the Company's 1997 revenue was derived from funds distributed under these
programs.

The Company participates in the Federal Perkins Loan ("Perkins") program and
administers on behalf of the federal government a pool of Perkins student loans
which aggregated $8,517 and $8,235 at December 31, 1997 and 1996, respectively.
The Company has recorded in its financial statements only its aggregate
mandatory contributions to this program which at December 31, 1997 and 1996
aggregated $1,588 and $1,572, respectively. The Company has provided $971 and
$955, respectively, for potential losses related to funds committed by the
Company at December 31, 1997 and 1996.

The Title IV Programs are administered by the Company in separate accounts as
required by government regulation. The Company is required to administer the
funds in accordance with the requirements of the Higher Education Act and DOE
regulations and must use due diligence in approving and disbursing funds and
servicing loans. In the event the Company does not comply with federal
requirements, or if student loan default rates rise to a level considered
excessive by the federal government, the Company could lose its eligibility to
participate in the Title IV Programs or could be required to repay funds
determined to have been improperly disbursed. Management believes that it is in
substantial compliance with the federal requirements. Currently, the Company
has been informed by the DOE that one ITT Technical Institute in Garland, Texas
has default rates that are considered excessive. The Company is in the process
of appealing that decision. Should the appeal be denied by the DOE, the Company
does not believe the loss of Title IV Program funding at this one institute
will have a material adverse effect on the Company's financial condition,
results of operations or cash flows.

5. RESTRICTED CASH

The Company participates in the Electronic Funds Transfer ("EFT") program
through the DOE. All monies transferred to the Company via the EFT system are
subject to certain holding period restrictions, generally from three to seven
days, before they can be drawn into the Company's cash account. Such amounts
are classified as restricted until they are applied to the students' accounts.

F-9
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. PROPERTY AND EQUIPMENT

Fixed assets include the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------- ------------------
1998 1997 1996
------------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and equipment................. $ 68,851 $ 62,514 $ 52,317
Leasehold improvements.................. 8,323 7,848 7,017
Land and land improvements.............. 110 110 110
Construction in progress................ 284 325 1,142
-------- -------- --------
77,568 70,797 60,586
Less accumulated depreciation........... (52,637) (47,911) (41,226)
-------- -------- --------
$ 24,931 $ 22,886 $ 19,360
======== ======== ========
</TABLE>

7. TAXES

The provision for income taxes includes the following:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER YEAR ENDED DECEMBER
30, 31,
---------------- -----------------------
1998 1997 1997 1996 1995
------- ------- ------- ------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Current
Federal......................... $ 7,294 $ 8,282 $10,399 $ 8,673 $6,571
State........................... 1,424 1,606 2,064 1,614 1,305
------- ------- ------- ------- ------
8,718 9,888 12,463 10,287 7,876
Deferred
Federal......................... (1,874) 240 168 (370) (200)
State........................... (372) 48 34 (73) (40)
------- ------- ------- ------- ------
(2,246) 288 202 (443) (240)
------- ------- ------- ------- ------
$ 6,472 $10,176 $12,665 $ 9,844 $7,636
======= ======= ======= ======= ======
</TABLE>

Deferred tax assets (liabilities) include the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------- -------------------------
1998 1997 1996 1995
------------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Direct marketing costs........... $(3,049) $(2,698) $(2,263) $(1,973)
Institute start-up costs......... (395) (516) (204) (392)
Depreciation..................... 721 759 785 744
Reserves and other............... 4,913 2,399 1,828 1,324
------- ------- ------- -------
Net deferred tax assets
(liabilities)................... $ 2,190 $ (56) $ 146 $ (297)
======= ======= ======= =======
</TABLE>

F-10
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Differences between effective income tax rates and the statutory U.S. federal
income tax rates are as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ----------------
1998 1997 1997 1996 1995
------ ------ ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Statutory U.S. federal income tax rate....... 35.0% 35.0% 35.0% 35.0% 35.0%
State income taxes, net of federal benefit... 4.1% 4.1% 4.1% 4.1% 4.3%
Non-deductible June 1998 Offering expenses... 2.5% -- -- -- --
Permanent differences and other.............. 0.9% 0.9% 0.7% 0.8% 0.8%
------ ------ ---- ---- ----
Effective income tax rate.................... 42.5% 40.0% 39.8% 39.9% 40.1%
====== ====== ==== ==== ====
</TABLE>

8. RETIREMENT PLANS

Employee Pension Benefits. Prior to June 9, 1998, the Company participated in
the Retirement Plan for Salaried Employees of ITT Corporation, a non-
contributory defined benefit, final average pay pension plan which covered
substantially all employees of the Company. ITT determined the aggregate amount
of pension expense on a consolidated basis based on actuarial calculations and
such expense was allocated to participating units on the basis of compensation
covered by the plan. Effective June 9, 1998, the Company adopted its own non-
contributory defined benefit pension plan. This plan, commonly referred to as a
cash balance plan, provides benefits based upon annual employee earnings times
established percentages of pay based on age and number of years of service. For
the years ended December 31, 1997, 1996 and 1995, pension expense as a
percentage of covered compensation for employees over age 21 who had more than
one year of service was 6.84%, 6.57% and 5.52%, respectively (6.00% and 5.50%
for nine months ended September 30, 1998 and 1997, respectively) which resulted
in charges to the Company of $4,458, $3,783 and $2,983, respectively ($3,150
and $2,700 for the nine months ended September 30, 1998 and 1997,
respectively).

Retirement Savings Plan. Prior to May 16, 1998, the Company participated in
The ITT 401K Retirement Savings Plan, a defined contribution plan which covered
substantially all employees of the Company. The Company's non-matching and
matching contributions under this plan were provided for through the issuance
of common shares of ITT until February 23, 1998 and paired shares of Starwood
Hotels & Resorts Worldwide, Inc. and Starwood Hotels & Resorts until May 16,
1998. The costs of the non-matching and matching Company contributions were
charged by ITT to the Company. For the years ended December 31, 1997, 1996 and
1995, the costs of providing this benefit (including an allocation of the
administrative costs of the plan) were $2,104, $1,749 and $1,369, respectively
($1,427 and $1,594 for the nine months ended September 30, 1998 and 1997,
respectively). Effective May 16, 1998, the Company adopted its own 401(k) plan,
a defined contribution plan which covers substantially all employees of the
Company and operates similar to the ITT 401K Retirement Savings Plan.

9. STOCK OPTION AND KEY EMPLOYEE INCENTIVE PLANS

The Company adopted and the stockholders approved the ITT Educational
Services, Inc. 1994 Stock Option Plan ("1994 Plan") and the 1997 ITT
Educational Services, Inc. Incentive Stock Plan ("1997 Plan"). The Company has
adopted the disclosure only provisions of SFAS No. 123, "Accounting for Stock-
Based Compensation." Accordingly, no compensation cost has been recognized in
the financial statements for the 1994 Plan or the 1997 Plan. The Company has
elected, as permitted by the standard, to continue following its intrinsic
value based method of accounting for stock options consistent with APB Opinion
No. 25, "Accounting for Stock Issued to Employees." Under the intrinsic method,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the measurement date over the
exercise price.

F-11
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Under the 1994 Plan, a maximum of 405,000 shares of Common Stock may be
issued upon exercise of options. Under the 1997 Plan, a maximum of 1.5% of the
outstanding common shares may be issued each year commencing in 1997, with any
unissued shares issuable in later years. Under the 1997 Plan, a maximum of
4,050,000 shares of Common Stock may be issued upon exercise of options. The
option price may not be less than 100% of the fair market value of the Common
Stock on the date of grant and the options will vest and become exercisable in
three equal annual installments commencing with the first anniversary of the
grant. The options outstanding at September 30, 1998 and December 31, 1997 are
as follows:

1994 Plan

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------------- --------------
NUMBER NUMBER
OF OPTION OF OPTION
DATE OF GRANT SHARES PRICE SHARES PRICE
------------- ------ ------ ------- ------
<S> <C> <C> <C> <C>
December 27, 1994................................. 135,000 $ 4.44 135,000 $ 4.44
October 2, 1995................................... 56,250 8.89 56,250 8.89
February 12, 1996................................. 67,500 11.94 67,500 11.94
February 10, 1997................................. 146,250 24.25 146,250 24.25
------- -------
405,000 405,000
======= =======

1997 Plan

January 13, 1998.................................. 405,000 $21.69
=======
</TABLE>

During the nine months ended September 30, 1998 and the years ended December
31, 1997, 1996 and 1995 no options were exercised or expired and 5,000 stock
options were canceled during the nine months ended September 30, 1998. At
December 31, 1997 and September 30, 1998, 195,000 and 266,250 stock options,
respectively, were exercisable with a weighted average price of $6.16 and
$9.96, respectively.

Compensation costs for the 1994 Plan, calculated in accordance with SFAS No.
123, are not significant for the years ending December 31, 1996 and 1995. Had
compensation costs been determined based upon the fair value of the stock
options at grant date consistent with SFAS No. 123, the Company's net income
and earnings per share for the year ended December 31, 1997, would have been
reduced to the pro forma amounts of $18,519 and $.69 (basic earnings per share)
and $.68 (diluted earnings per share), respectively, from the as reported
amounts of $19,123 and $.71.

The fair value of each option grant was estimated on the date of grant using
the Black-Sholes option-pricing model with the following assumptions for 1997,
1996 and 1995, respectively: risk-free interest rates of 6.6%, 5.7% and 6.4%;
expected lives of ten years; volatility of 46% and no dividend yield.

In January 1998, an additional 405,000 stock options, at an option price of
$21.69 each, were granted by the Board of Directors.

10. COMMITMENTS AND CONTINGENT LIABILITIES

Lease Commitments. The Company leases substantially all of its facilities
under operating lease agreements. A majority of the operating leases contain
renewal options that can be exercised after the initial lease term. Renewal
options are generally for periods of one to five years. All operating leases
will expire over the next 14 years and management expects that leases will be
renewed or replaced by other leases in the normal course of business. There are
no material restrictions imposed by the lease agreements and the Company has
not entered into any significant guarantees related to the leases. The Company
is required to make additional payments under the operating lease terms for
taxes, insurance and other operating expenses incurred during the operating
lease period.

F-12
<PAGE>

ITT EDUCATIONAL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Rent expense was composed of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Minimum rentals................................... $18,961 $17,131 $15,842
Contingent rentals................................ 272 249 223
------- ------- -------
$19,233 $17,380 $16,065
======= ======= =======
</TABLE>

Future minimum rental payments required under operating leases that have
initial or remaining non-cancelable lease terms in excess of one year as of
December 31, 1997 are as follows:

<TABLE>
<S> <C>
1998............................................................. $ 20,855
1999............................................................. 19,681
2000............................................................. 19,818
2001............................................................. 15,982
2002............................................................. 13,547
Later Years...................................................... 43,885
--------
$133,768
========
</TABLE>

Operating leases related to four institutes that are still in the
developmental phase at December 31, 1997, include special clauses that allow
the Company to terminate the lease within one year of signing the lease if the
new school is not accredited. If this were to occur, the Company would be
liable, at the date of termination, for an agreed upon termination cost based
on the lessor's tenant improvement costs. The future minimum rental payments
schedule above includes such termination costs for the four institutes. If the
institutes are accredited as expected, aggregate additional minimum rental
payments of $4,290 will be required over the lease term.

Rent expense and future minimum rental payments related to equipment leases
are not material.

Contingent Liabilities. In December 1994, the Company entered into an
agreement with an unaffiliated, private funding source to provide loans to
students of certain technical institutes. The agreement requires the Company to
guarantee repayment of the loans. Outstanding loans at December 31, 1997
aggregated $1,457. Additionally, the Company is required to maintain on deposit
with the lender 15% of the aggregate principal balance of outstanding loans.
This interest bearing deposit is included in other assets in the balance sheet.

The Company has a number of pending legal and other claims arising in the
normal course of business. In September 1998, the Company agreed to settle
eight legal proceedings (including Eldredge, et al. v. ITT Educational
Services, Inc., et al.) involving 25 former students and the claims of 15 other
former students that related primarily to the Company's marketing and
recruitment practices and included allegations of misrepresentation, fraud and
violations of certain federal and state statutes. As part of the settlement of
these legal proceedings and claims, the Company will seek court approval of a
class settlement of the claims of (a) approximately 1,200 other persons who
attended an associate degree program in hospitality at the ITT Technical
Institute in Maitland, San Diego, Portland or Indianapolis and (b)
approximately 19,000 other persons who attended any technology program at any
ITT Technical Institute in California from January 1, 1990 through December 31,
1997. If the Company obtains court approval of the class settlements, the
members of each class may still elect to opt out of the settlement and pursue
any claims they may have against the Company. The Company recorded a $12.9
million provision for legal settlements in the three months ended September 30,
1998 as a result of the settlement of these legal proceedings and claims.

In the opinion of management, the ultimate outcome of the pending legal and
other claims, excluding the settlement discussed above, should not have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.

F-13
<PAGE>

[MAP OF LOCATIONS OF INSTITUTES]

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[LOGO]

ITT Educational Services, Inc.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses incurred in connection with the
sale and distribution of the securities being registered which we will pay. All
the amounts shown are estimates, except the Commission registration fee and the
NASD filing fee.

<TABLE>
<S> <C>
Commission registration fee...................................... $75,593
NASD filing fee.................................................. 27,691
Blue sky fees and expenses....................................... *
Accounting fees and expenses..................................... *
Legal fees and expenses.......................................... *
Printing and engraving expenses.................................. *
Miscellaneous expenses........................................... *
-------
Total........................................................ $ *
=======
</TABLE>
- --------
* To be filed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware provides
that under certain circumstances a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Our Restated Certificate of Incorporation and By-Laws provide that (1) we
will indemnify to the full extent permitted by law any person made, or
threatened to be made, a party to any action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that he
or she is or was a Director or officer of the Company or is or was serving or
has agreed to serve at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise (including the heirs, executor, administrators or estate of such
person) and (2) we will pay the expenses, including attorney's fees, incurred
by a Director or officer in defending or investigating a threatened or pending
action, suit or proceeding, in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Director or officer to repay such amount if it is ultimately determined that
the Director or officer is not entitled to be indemnified by us with respect to
such amount. Our Restated Certificate of Incorporation also provides that, to
the extent permitted by law, our Directors have no liability to us or our
stockholders for monetary damages for breach of fiduciary duty as a Director.

Our Directors and officers are insured under directors and officers insurance
policies maintained by us, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed
as a result of such actions, suits or proceedings, to which they are parties by
reason of being or having been such Directors or officers.

The form of Underwriting Agreement filed as Exhibit 1 provides for the
indemnification of us, our controlling persons, our Directors and some of our
officers by the Underwriters against certain liabilities under the Securities
Act.

S-1
<PAGE>

ITEM 16. EXHIBITS

The list of exhibits is incorporated herein by reference to the Index to
Exhibits on page E-1.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and this offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and this offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

S-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF INDIANAPOLIS, STATE OF INDIANA, ON THE 4TH DAY
OF JANUARY, 1999.

Itt Educational Services, Inc.

/s/ Rene R. Champagne
By: _________________________________
Rene R. Champagne
Chairman, President and Chief
Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR
RESPECTIVE CAPACITIES AND ON THE RESPECTIVE DATES SET FORTH OPPOSITE THEIR
NAMES.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----

<S> <C> <C>
/s/ Rene R. Champagne Chairman, President, Chief January 4, 1999
____________________________________ Executive Officer and
Rene R. Champagne Director (Principal
Executive Officer)

/s/ Gene A. Baugh Senior Vice President and January 4, 1999
____________________________________ Chief Financial Officer
Gene A. Baugh (Principal Financial
Officer and Principal
Accounting Officer)

/s/ *Rand V. Araskog Director January 4, 1999
____________________________________
Rand V. Araskog

/s/ *Tony Coelho Director January 4, 1999
____________________________________
Tony Coelho

/s/ *John E. Dean Director January 4, 1999
____________________________________
John E. Dean

/s/ *James D. Fowler, Jr. Director January 4, 1999
____________________________________
James D. Fowler, Jr.
/s/ *Robin Josephs Director January 4, 1999
____________________________________
Robin Josephs

/s/ *Merrick R. Kleeman Director January 4, 1999
____________________________________
Merrick R. Kleeman

/s/ *Leslie Lenkowsky Director January 4, 1999
____________________________________
Leslie Lenkowsky

/s/ *Barry S. Sternlicht Director January 4, 1999
____________________________________
Barry S. Sternlicht

/s/ *Vin Weber Director January 4, 1999
____________________________________
Vin Weber
</TABLE>

/s/ Gene A. Baugh

*By _________________

Gene A. Baugh

Attorney-in-
Fact

S-3
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S> <C>
1* Form of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of the Registrant,
as amended to date. (The copy of this Exhibit filed as
Exhibit 3.1 to the Registrant's 1996 second fiscal
quarter report on Form 10-Q is incorporated herein by
reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy
of this Exhibit filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (Registration 333-
38883) is incorporated herein by reference.)
5 Opinion of Baker & Daniels.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Baker & Daniels. (Included in the Baker &
Daniels Opinion filed as Exhibit 5.)
24 Power of Attorney (Included on the Signature Page of the
Registration Statement.)
</TABLE>
- --------

*Filed with this amendment.

E-1

<PAGE>

EXHIBIT 1
---------

7,000,000 Shares

ITT EDUCATIONAL SERVICES, INC.

Common Stock
($.01 Par Value)

UNDERWRITING AGREEMENT
----------------------

[ ], 1999

Credit Suisse First Boston Corporation
Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
BT Alex. Brown Incorporated
Morgan Stanley & Co. Incorporated
NationsBanc Montgomery Securities LLC

As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. ITT Corporation, a Nevada corporation (the "Selling
Stockholder") and a subsidiary of Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation ("Starwood"), proposes to sell (the "Offering") an
aggregate of 7,000,000 outstanding shares (the "Firm Securities") of the common
stock, par value $.01 per share (the "Securities") of ITT Educational Services,
Inc., a Delaware corporation (the "Company"), to the several underwriters named
in Schedule A hereto (the "Underwriters"), for whom Credit Suisse First Boston
Corporation ("CSFBC") and Salomon Smith Barney Inc. are acting as Joint Book-
Running Managers and Bear, Stearns & Co. Inc., BT Alex. Brown Incorporated,
Morgan Stanley & Co. Incorporated and NationsBanc Montgomery Securities LLC are
acting as Co-Managers. The Joint Book-Running Managers and the Co-Managers are
collectively referred to herein as the "Representatives." The Selling
Stockholder also proposes to sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 950,000 additional shares of the
Securities (the "Optional Securities"). The Firm Securities and the Optional
Securities are herein collectively referred to as the "Offered Securities".

<PAGE>

Concurrently with the closing of the Offering, the Company will repurchase
1,500,000 shares of Securities from the Selling Stockholder pursuant to the
terms, and subject to the conditions, of the Stock Repurchase Agreement dated as
of December 18, 1998 between the Company and the Selling Stockholder (the "Stock
Repurchase Agreement").

The Company and the Selling Stockholder hereby agree with the several
Underwriters as follows:

2. Representations and Warranties of the Company and the Selling
Stockholder. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

(i) A registration statement (No. 333-69201) relating to the Offered
Securities, including a form of prospectus, has been filed with the
Securities and Exchange Commission ("Commission") and either (A) has been
declared effective under the Securities Act of 1933, as amended ("Act"),
and is not proposed to be amended or (B) is proposed to be amended by
amendment or post-effective amendment. If such registration statement (the
"initial registration statement") has been declared effective, either (A)
an additional registration statement (the "additional registration
statement") relating to the Offered Securities may have been filed with the
Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so
filed, has become effective upon filing pursuant to such Rule and the
Offered Securities all have been duly registered under the Act pursuant to
the initial registration statement and, if applicable, the additional
registration statement or (B) such an additional registration statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and will
become effective upon filing pursuant to such Rule and upon such filing the
Offered Securities will all have been duly registered under the Act
pursuant to the initial registration statement and such additional
registration statement. If the Company does not propose to amend the
initial registration statement or if an additional registration statement
has been filed and the Company does not propose to amend it, and if any
post-effective amendment to either such registration statement has been
filed with the Commission prior to the execution and delivery of this
Agreement, the most recent amendment (if any) to each such registration
statement has been declared effective by the Commission or has become
effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act
or, in the case of the additional registration statement, Rule 462(b). For
purposes of this Agreement, "Effective Time" with respect to the initial
registration statement or, if filed prior to the execution and delivery of
this Agreement, the additional registration statement means (A) if the
Company has advised the Representatives that it does not propose to amend
such registration statement, the date and time as of which such
registration statement, or the most recent post-effective amendment thereto
(if any) filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (B) if the Company has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement, as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the Commission. If
an additional registration statement has not been filed prior to the
execution and delivery of this Agreement but the Company has advised the
Representatives that it proposes to file one, "Effective Time" with respect
to such additional registration statement means the date and time as of
which such registration statement is filed and becomes effective pursuant
to Rule 462(b). "Effective Date" with respect to the initial registration
statement or the additional registration statement (if any) means the date
of the Effective Time thereof. The initial

2
<PAGE>

registration statement, as amended at its Effective Time, including all
material incorporated by reference therein, including all information
contained in the additional registration statement (if any) and deemed to
be a part of the initial registration statement as of the Effective Time of
the additional registration statement pursuant to the General Instructions
of the Form on which it is filed and including all information (if any)
deemed to be a part of the initial registration statement as of its
Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is
hereinafter referred to as the "Initial Registration Statement". The
additional registration statement, as amended at its Effective Time,
including the contents of the initial registration statement incorporated
by reference therein and including all information (if any) deemed to be a
part of the additional registration statement as of its Effective Time
pursuant to Rule 430A(b), is hereinafter referred to as the "Additional
Registration Statement". The Initial Registration Statement and the
Additional Registration Statement are hereinafter referred to collectively
as the "Registration Statements" and individually as a "Registration
Statement". The form of prospectus relating to the Offered Securities, as
first filed with the Commission pursuant to and in accordance with Rule
424(b) ("Rule 424(b)") under the Act or (if no such filing is required) as
included in a Registration Statement, is hereinafter referred to as the
"Prospectus". No document has been or will be prepared or distributed in
reliance on Rule 434 under the Act. No stop order suspending the
effectiveness of a Registration Statement or any part thereof has been
issued and no proceeding for that purpose has been instituted or, to the
best knowledge of the Company, threatened by the Commission.

(ii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (A) on the Effective
Date of the Initial Registration Statement, the Initial Registration
Statement conformed in all material respects to the requirements of the Act
and the rules and regulations of the Commission ("Rules and Regulations")
and did not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, (B) on the Effective Date of the
Additional Registration Statement (if any), each Registration Statement
conformed, or will conform, in all material respects to the requirements of
the Act and the Rules and Regulations and did not include, or will not
include, any untrue statement of a material fact and did not omit, or will
not omit, to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and (C) on the
date of this Agreement, the Initial Registration Statement and, if the
Effective Time of the Additional Registration Statement is prior to the
execution and delivery of this Agreement, the Additional Registration
Statement each conforms, and at the time of filing of the Prospectus
pursuant to Rule 424(b) or (if no such filing is required) on the Effective
Date of the Registration Statement in which the Prospectus is included,
each Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations, and
neither of such documents includes, or will include, any untrue statement
of a material fact or omits, or will omit, to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading. If the Effective Time of the Initial Registration Statement
is subsequent to the execution and delivery of this Agreement: on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations,
neither of such documents will include any untrue statement of a material
fact or will omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and no
Additional Registration Statement has been or will be filed. The

3
<PAGE>

two preceding sentences do not apply to statements in or omissions from a
Registration Statement or the Prospectus based upon written information
furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only
such information is that described as such in Section 7(c) hereof.

(iii) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own, lease and operate its properties and
conduct its business as described in the Prospectus; and the Company is
duly qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which its ownership, leasing or operation of
property or the conduct of its business requires such qualification, except
where the failure to be so qualified would not have a material adverse
effect on the condition (financial or other), business, prospects, results
of operations or general affairs of the Company and its Subsidiaries taken
as a whole.

(iv) Schedule C hereto sets forth all of the subsidiaries of the
Company (the "Subsidiaries"). Each Subsidiary has been duly incorporated or
organized and is validly existing as a corporation or a limited partnership
in good standing under the laws of the jurisdiction of its incorporation or
organization, with all requisite power and authority to own, lease and
operate its properties and conduct its business as described in the
Prospectus; and each Subsidiary is duly qualified to do business as a
foreign corporation or limited partnership in good standing in all other
jurisdictions in which its ownership, leasing or operation of property or
the conduct of its business requires such qualification, except where the
failure to be so qualified or in good standing would not, individually or
in the aggregate, have a material adverse effect on the condition
(financial or other), business, prospects, results of operations or general
affairs of the Company and its Subsidiaries taken as a whole; all of the
issued and outstanding capital stock (or other ownership interests) of each
Subsidiary has been duly authorized and validly issued and is fully paid
and nonassessable; and such capital stock (or other ownership interests) of
each such Subsidiary is owned by the Company free and clear of any
mortgage, pledge, lien, security interest, claim, encumbrance or defect of
any kind; and there are no rights granted to or in favor of any third party
(whether acting in an individual, fiduciary or other capacity) other than
the Company to acquire such capital stock (or other ownership interests),
any additional capital stock (or other ownership interests) or any other
equity securities of any Subsidiary.

(v) The Offered Securities and all other outstanding shares of capital
stock of the Company have been duly authorized and validly issued, fully
paid and nonassessable and conform in all material respects to the
description thereof contained in the Prospectus; and the stockholders of
the Company have no preemptive rights with respect to the Offered
Securities or any other securities of the Company.

(vi) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any third party that
would give rise to a valid claim against the Company or any Underwriter for
a brokerage commission, finder's fee or other like payment in connection
with the transactions contemplated by this Agreement.

(vii) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any third party
(whether acting in an individual, fiduciary or other capacity) granting
such third party the right to require the Company to file a registration
statement under the Act with respect to any securities of

4
<PAGE>

the Company owned or to be owned by such third party or to require the
Company to include such securities in the Offered Securities registered
pursuant to the Registration Statement or in any securities being
registered pursuant to any other registration statement filed by the
Company under the Act.

(viii) The Offered Securities are listed on the New York Stock
Exchange.

(ix) Except as disclosed in the Prospectus, no consent, approval or
authorization, and no order, registration or qualification of, or filing
with, any third party (whether acting in an individual, fiduciary or other
capacity) or any governmental, regulatory or accrediting agency or body or
any court is required to be obtained or made by the Company for the
consummation of the transactions contemplated by this Agreement, except
such as have been obtained and made under the Act and such as may be
required under state securities laws.

(x) Except as disclosed in the Prospectus, the execution, delivery and
performance of this Agreement and the agreements, documents or instruments
entered into by the Company in connection with the transactions described
in the Prospectus (including, without limitation, the transactions
described under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement"), and the
consummation of the transactions herein and therein contemplated, do not
and will not conflict with or result in a breach or violation of any of the
terms and provisions of, and do not and will not constitute a default (or
an event which with the giving of notice or the lapse or both could
reasonably be likely to constitute a default) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any assets
or properties of the Company or any of its Subsidiaries under (A) the
charter, by-laws or other organizational documents of the Company or any
Subsidiary, (B) any statute, any rule, regulation, requirement, order or
decree of any governmental, regulatory or accrediting agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any
Subsidiary or any of their respective properties, assets or operations,
including, without limitation, The Higher Education Act of 1965, as
amended, and the regulations promulgated thereunder (the "HEA"), or (C) any
indenture, mortgage, loan or credit agreement, note, lease, permit, license
or other agreement or instrument to which the Company or any Subsidiary is
a party or by which the Company or any Subsidiary is bound or to which any
of the properties, assets or operations of the Company or any Subsidiary is
subject, that reasonably could be expected to have, individually or in the
aggregate, a material adverse effect on the condition (financial or other),
business, prospects, results of operations or general affairs of the
Company and its Subsidiaries taken as a whole. The sale of the Offered
Securities or consummation of the other transactions contemplated by this
Agreement or the Prospectus will not constitute a change in ownership
resulting in a "change of control" of the Company as defined in the HEA.

(xi) This Agreement and the agreements, documents or instruments
entered into by the Company in connection with the transactions described
in the Prospectus (including, without limitation, the transactions
described under the captions "Selling Stockholder and ESI Repurchase and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement") have been duly
authorized, executed and delivered by the Company and constitute the

5
<PAGE>

legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms.

(xii) The Company and its Subsidiaries have good and marketable title
to all real properties and all other properties and assets owned by them
free and clear of any mortgage, pledge, lien, security interest, claim or
other encumbrance or defect that reasonably could be expected to,
individually or in the aggregate, materially affect the value thereof,
materially interfere with the use made or to be made thereof by it, or have
a material adverse effect on the condition (financial or other), business,
prospects, results of operations or general affairs of the Company and its
Subsidiaries taken as a whole; the Company and its Subsidiaries hold any
leased real or personal property under valid, subsisting and enforceable
leases or subleases with no exceptions that would materially interfere with
the use made or to be made thereof by them; except as disclosed in the
Prospectus, neither the Company nor any Subsidiary is in default under any
such lease or sublease; and no claim of any sort has been asserted by
anyone adverse to the rights of the Company under any such lease or
sublease or affecting or questioning the right of the Company or any
Subsidiary to the continued possession of the leased or subleased
properties under any such lease or sublease that reasonably could be
expected to have, individually or in the aggregate, a material adverse
effect on the condition (financial or other), business, prospects, results
of operations or general affairs of the Company and its Subsidiaries taken
as a whole.

(xiii) Except as described in the Prospectus, the Company and its
Subsidiaries (including any individual institution within the Company)
possess all accreditations, approvals, authorizations, certificates,
permits and licenses (collectively, "Licenses") issued by appropriate
governmental, regulatory or accrediting agencies or bodies, including,
without limitation, all authorizations required for participation in
federal aid programs under Title IV Programs of the HEA ("Title IV
Programs"), as are necessary to own, lease or operate the respective
properties of the Company and its Subsidiaries and conduct the respective
businesses now operated by the Company and its Subsidiaries and all such
Licenses are in full force and effect. The Company and its Subsidiaries are
in substantial compliance with their respective obligations under such
Licenses, subject to such qualifications as are described in the
Prospectus, and, except as disclosed in the Prospectus, the Company has not
received notice of any proceedings, investigations or inquiries (or is
aware of any facts that would form a reasonable basis for any proceedings,
investigations or inquiries) relating to the revocation, modification,
termination or suspension of any such License or impairment of the rights
of the Company or any Subsidiary thereunder that, if determined adversely
to the Company, reasonably could be expected to have, individually or in
the aggregate, a material adverse effect on the condition (financial or
other), business, prospects, results of operations or general affairs of
the Company and its Subsidiaries taken as a whole.

(xiv) No consent, approval, authorization, order, registration or
qualification of, or filing with, the U.S. Department of Education under
Title IV of the HEA or with any state agency under any state statute
pertaining to the authorization to operate postsecondary educational
institutions or any accrediting agency that presently accredits any of the
Company's schools is required to be obtained or made by the Selling
Stockholder for the consummation of the transactions contemplated by this
Agreement and the Prospectus.

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<PAGE>

(xv) No labor dispute with the employees of the Company exists or, to
the best knowledge of the Company, is imminent that reasonably could be
expected to have, individually or in the aggregate, a material adverse
effect on the condition (financial or other), business, prospects, results
of operations or general affairs of the Company and its Subsidiaries taken
as a whole.

(xvi) The Company and its Subsidiaries own or have obtained valid
licenses for all trademarks, trademark registrations, service marks,
service mark registrations, trade names, copyrights, copyright
registrations, patents, inventions, know-how, confidential information and
any other intellectual property described in the Prospectus as being owned,
licensed or used by the Company or that are necessary for the conduct of
its business (collectively, "Intellectual Property") and the Company is not
aware of any claim (or of any facts that would form a reasonable basis for
any claim) to the contrary or any challenge by any third party to the
rights of the Company with respect to any such Intellectual Property or to
the validity or scope of any such Intellectual Property and the Company has
no claim against a third party with respect to the infringement by such
third party to any such Intellectual Property that, if determined adversely
to the Company or any of its Subsidiaries, reasonably could be expected to
have, individually or in the aggregate, a material adverse effect on the
condition (financial or other), business, prospects, results of operations
or general affairs of the Company and its Subsidiaries taken as a whole.
The Company has a good faith belief in the distinctiveness and
enforceability of all trademarks, service marks and trade names and in the
validity and enforceability of all patents comprising the Intellectual
Property.

(xvii) Except as described in the Prospectus, the properties, assets
and operations of the Company and its Subsidiaries are in compliance with
all applicable federal, state, local and foreign laws (including, without
limitation, common law), rules and regulations, orders, decrees, judgments,
permits and licenses relating to public and worker health and safety, and
to the protection and clean-up of the natural environment and to the
protection or preservation of natural resources and of plant and animal
species, and activities or conditions related thereto, including, without
limitation, those relating to the production, extraction, processing,
manufacturing, generation, handling, disposal, transportation or release of
hazardous materials (collectively, "Environmental Laws"), except where
noncompliance reasonably could not be expected to have, individually or in
the aggregate, a material adverse effect on the condition (financial or
other), business, prospects, results of operations or general affairs of
the Company and its Subsidiaries taken as a whole. With respect to such
properties, assets and operations (including any previously owned, leased
or operated properties, assets or operations with respect to such prior
period of ownership or operation), there are no past, present or, to the
best knowledge of the Company, reasonably anticipated future events,
conditions, circumstances, activities, practices, incidents, actions or
plans of the Company that may interfere with or prevent compliance or
continued compliance by the Company and its Subsidiaries with applicable
Environmental Laws or otherwise result in liability to the Company and its
Subsidiaries pursuant to applicable Environmental Law. Except as described
in the Prospectus, the Company and its Subsidiaries are not the subject of
any federal, state, local or foreign investigation, and the Company and its
Subsidiaries have not received any notice or claim (or is aware of any
facts that would be expected to result in any such claim), nor entered into
any negotiations or agreements with any third party relating to any
liability or potential liability or remedial action or potential remedial
action under Environmental Laws, nor are there any pending, reasonably
anticipated or, to the best knowledge of the Company, threatened actions,
suits or proceedings against or

7
<PAGE>

affecting the Company or its Subsidiaries or their respective properties,
assets or operations in connection with any Environmental Laws. The term
"hazardous materials" shall mean those substances that are regulated by or
form the basis for liability under any applicable Environmental Laws.

(xviii) Except as disclosed in the Prospectus, there are no pending
actions, suits, proceedings or investigations against or affecting the
Company (including any individual institution within the Company) or its
Subsidiaries or any of their respective properties, assets or operations
that, if determined adversely to the Company, reasonably could be expected
to have, individually or in the aggregate, a material adverse effect on the
condition (financial or other), business, prospects, results of operations
or general affairs of the Company and its Subsidiaries taken as a whole, or
could materially and adversely affect the ability of the Company to perform
its obligations under this Agreement or which are otherwise material in the
context of the sale of the Offered Securities; and no such actions, suits,
proceedings or investigations are threatened or, to the best knowledge of
the Company, contemplated.

(xix) The financial statements and related schedules and notes
included in each Registration Statement and the Prospectus comply with the
requirements of the Act and the Rules and Regulations, present fairly the
financial position of the Company as of the dates shown and its results of
operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with the generally accepted
accounting principles in the United States applied on a consistent basis.
The financial information and statistical data set forth in the Prospectus
under the captions "Summary Financial and Operating Data", "Selected
Financial and Operating Data" and "Capitalization" present fairly the
information shown therein and have been compiled on a basis consistent with
that of the audited consolidated financial statements included in the
Registration Statements.

(xx) Since the dates as of which information is given in each
Registration Statement and the Prospectus, (A) neither the Company nor any
of its Subsidiaries has incurred any material liability or obligation
(indirect, direct or contingent) or entered into any material, verbal or
written agreement or other transaction that is not in the ordinary course
of business or that reasonably could be expected to result in a material
reduction in the future earnings of the Company; (B) there has been no
change except as contemplated by the Prospectus, in the indebtedness of the
Company, no change in the capital stock of the Company and no dividend or
distribution of any kind declared, paid or made by the Company on any class
of its capital stock; and (C) there has been no material adverse change,
nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, prospects or
results of operations or general affairs of the Company and its
Subsidiaries taken as a whole.

(xxi) The Company is not and, after giving effect to the offering and
sale of the Offered Securities, will not be an "investment company" as
defined in the Investment Company Act of 1940, as amended.

(xxii) Except as set forth in the Prospectus, there are no outstanding
(A) securities or obligations of the Company convertible into or
exchangeable for any capital stock of the Company, (B) warrants, rights or
options to subscribe for or purchase from the Company any such capital
stock or any such convertible or exchangeable securities or

8
<PAGE>

obligations or (C) obligations of the Company to issue such shares, any
such convertible or exchangeable securities or obligations, or any such
warrants, rights or obligations.

(xxiii) Each "employee benefit plan" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that
the Company sponsors and in which employees of the Company participate (the
"ERISA Plans") is in compliance with the applicable provision of ERISA and
the Internal Revenue Code of 1986, as amended (the "Code"). The Company has
no liability, with respect to the ERISA Plans or otherwise and whether or
not contingent, under Title IV of ERISA, nor does the Company expect that
any such liability will be incurred. The Company has no liability, whether
or not contingent, with respect to any ERISA Plan that provides post-
retirement welfare benefits that would, individually or in the aggregate,
have a material adverse effect on the condition (financial or other),
business, prospects, results of operations or general affairs of the
Company and its Subsidiaries taken as a whole.

(xxiv) The Company and its Subsidiaries have filed on a timely basis
all federal, state, local and foreign tax returns required to be filed by
the Company and its Subsidiaries (or such returns were included in the
consolidated federal, state, local or foreign tax returns of the Selling
Stockholder), such returns are complete and correct in all material
respects, and all taxes shown by such returns (or included in any
consolidated returns of the Selling Stockholder) or otherwise due and
payable by the Company and its Subsidiaries have been paid, except such
taxes as are being contested in good faith and as to which adequate
reserves have been provided. The charges, accruals and reserves on the
books of the Company in respect of any tax liability of the Company for any
year not finally determined are adequate to meet any assessments or
reassessments for additional taxes; and there has been no formal or
informal tax deficiency asserted against the Company and its Subsidiaries
and the Company is not aware of any facts that could give rise to the
assertion of a tax deficiency against the Company that reasonably could be
expected to have, individually or in the aggregate, a material adverse
effect on the condition (financial or other), business, prospects, results
of operations or general affairs of the Company and its Subsidiaries taken
as a whole. The Company is not now and has never been a "United States real
property holding corporation" as defined in Section 897(c)(2) of the Code
and the Treasury Regulations promulgated thereunder.

(xxv) The Company maintains a system of internal accounting controls
sufficient for purposes of the prevention or detection of errors or
irregularities in amounts that reasonably could be expected to be material
to the Company's consolidated financial statements and the recording of
transactions so as to permit the preparation of such consolidated financial
statements in conformity with generally accepted accounting principles.

(xxvi) Neither the Company (including any individual institution
within the Company) nor any Subsidiary is in violation of (A) its charter,
by-laws or other organizational documents or (B) any applicable law,
ordinance, administrative or governmental or regulatory rule, regulation or
accreditation requirement or standard or any order, decree or judgment of
any court or governmental, regulatory or accrediting agency or body having
jurisdiction over the Company except, in the case of clause (B), for such
violations that would not, individually or in the aggregate, have a
material adverse effect on the condition (financial or other), business,
prospects, results of operations or general affairs of the Company and its
Subsidiaries taken as a whole. No event of default or event that, but for
the giving of notice or the lapse of time or both,

9
<PAGE>

would constitute an event of default exists, or upon consummation of the
transactions contemplated by this Agreement and the Prospectus (including,
without limitation, the transactions described under the captions "Selling
Stockholder and ESI Repurchase" and "Relationship with Selling Stockholder
and Related Transactions--Agreements with Selling Stockholder--Stock
Repurchase Agreement") will exist, under any indenture, mortgage, loan or
credit agreement, note, lease, permit, license or other agreement or
instrument to which the Company or any Subsidiary is a party or by which
the Company or any Subsidiary is bound or to which any of the properties,
assets or operations of the Company or any Subsidiary are subject, that
reasonably could be expected to have, individually or in the aggregate, a
material adverse effect on the condition (financial or other), business,
prospects, results of operations or general affairs of the Company and its
Subsidiaries taken as a whole. There are no statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statements or the Prospectus or to be filed as an exhibit to
the Registration Statements that are not described or filed as required.

(xxvii) The Company carries or is entitled to the benefits of
insurance in such amounts and covering such risks as are generally
maintained by companies of established repute engaged in the same or
similar business, and all such insurance is in full force and effect.

(xxviii) On the date each Registration Statement was first filed with
the Commission, and at the Effective Time, the Company met the conditions
for use of Form S-3 under the Act and the Rules and Regulations.

(xxix) The Company has not taken and will not take, directly or
indirectly, any action designed to, or that reasonably could be expected
to, cause or result in stabilization or manipulation of the price of the
Offered Securities to facilitate the sale or resale of the Offered
Securities.

(b) The Selling Stockholder represents and warrants to, and agrees
with, the Underwriters that:

(i) The Selling Stockholder has and on each Closing Date hereinafter
mentioned will have valid and unencumbered title to the Offered Securities
to be delivered by the Selling Stockholder on such Closing Date and full
right, power and authority to enter into this Agreement and to sell,
assign, transfer and deliver the Offered Securities to be delivered by the
Selling Stockholder on such Closing Date hereunder; and upon the delivery
of and payment for the Offered Securities pursuant to this Agreement on
each Closing Date hereunder the several Underwriters will acquire valid and
unencumbered title to the Offered Securities to be delivered by the Selling
Stockholder on such Closing Date.

10
<PAGE>

Regulations did not include, or will not include, any untrue statement of a
material fact and did not omit, or will not omit, to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, and (C) on the date of this Agreement, the Initial
Registration Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of this
Agreement, the Additional Registration Statement each conforms, and at the
time of filing of the Prospectus pursuant to Rule 424(b) or (if no such
filing is required) at the Effective Date of the Additional Registration
Statement in which the Prospectus is included, and on each Closing Date,
each Registration Statement and the Prospectus will conform, in all
material respects to the requirements of the Act and the Rules and
Regulations, and neither of such documents includes, or will include, any
untrue statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading. If the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement: (A) on the Effective Date of the Initial Registration Statement,
the Initial Registration Statement and the Prospectus will conform in all
material respects to the requirements of the Act and the Rules and
Regulations, neither of such documents will include any untrue statement of
a material fact or will omit to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made)
not misleading and (B) on each Closing Date, the Initial Registration
Statement and the Prospectus will conform, in all material respects to the
requirements of the Act and the Rules and Regulations, and neither of such
documents includes, or will include, any untrue statement of a material
fact or omits, or will omit, to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made)
not misleading. The two preceding sentences apply only to the extent that
any statements in or omissions from a Registration Statement or the
Prospectus are based on written information furnished to the Company by the
Selling Stockholder specifically for use therein.

(iii) This Agreement and, to the extent applicable to the Selling
Stockholder, the agreements, documents or instruments entered into by the
Selling Stockholder in connection with the transactions described in the
Prospectus under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement" have been duly
authorized, executed and delivered by or on behalf of the Selling
Stockholder and constitute the legal, valid and binding obligations of the
Selling Stockholder enforceable against the Selling Stockholder in
accordance with their terms.

(iv) No consent, approval, authorization, order, registration or
qualification of, or filing with, any third party (whether acting in an
individual, fiduciary or other capacity) or any governmental or regulatory
agency or body or court is required to be obtained or made by the Selling
Stockholder for the consummation of the transactions contemplated by this
Agreement and the Prospectus (including, without limitation, the
transactions described under the captions "Selling Stockholder and ESI
Repurchase" and "Relationship with Selling Stockholder and Related
Transactions--Agreements with Selling Stockholder--Stock Repurchase
Agreement"), except such as have been obtained and made under the Act and
such as may be required under state securities laws or as may be required
to be made with the U.S. Department of Education under Title IV of the HEA
or with any state agency under any state statute pertaining to the
authorization to operate postsecondary educational institutions or any
accrediting agency that presently accredits any of the Company's schools.

11
<PAGE>

(v) The Selling Stockholder has caused the Company to file, or has
filed, on a timely basis all federal, state, local and foreign income,
franchise and any other material tax returns required to be filed (a) by
the Company or (b) until June 9, 1998, by the Selling Stockholder that
include the Company, such returns are complete and correct in all material
respects, and all taxes shown by such returns or otherwise due and payable
have been paid, except such taxes as are being contested in good faith and
as to which adequate reserves have been provided. The Selling Stockholder
is not aware of any facts that are likely to result in the assertion of a
tax deficiency against the Company that reasonably could be expected to
have, individually or in the aggregate, a material adverse effect on the
condition (financial or other), business, prospects, results of operations
or general affairs of the Company and its Subsidiaries taken as a whole.

(vi) Each "employee benefit plan," within the meaning of ERISA, that
the Selling Stockholder sponsors and in which employees of the Company
participate or as to which the Company has any control group liability (the
"ITT ERISA Plans") is in compliance with the applicable provision of ERISA
and the Code. The Selling Stockholder has no liability, with respect to the
ITT ERISA Plans or otherwise and whether or not contingent, under Title IV
of ERISA, nor does the Selling Stockholder expect that any such liability
will be incurred.

(vii) The execution, delivery and performance by the Selling
Stockholder of this Agreement, the sale of the Offered Securities being
sold by the Selling Stockholder and the consummation by the Selling
Stockholder of any of the transactions contemplated by this Agreement and
the Prospectus (including, without limitation, the transactions described
under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement"), do not and will not
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute or will constitute a default (or an event
which with the giving of notice or the lapse of time or both could
reasonably be likely to constitute a default) under, or result in the
creation or imposition of any lien, charge or encumbrance upon the Offered
Securities to be sold by the Selling Stockholder under (A) the charter, by-
laws or other organizational documents of the Selling Stockholder, (B) any
statute, any rule, regulation, requirement, order or decree of any
governmental or regulatory agency or body, or any court, domestic or
foreign, having jurisdiction over the Selling Stockholder or any of its
properties, assets or operations, except for any federal, state or
accrediting commission laws, regulations and/or standards pertaining to
federal student financial aid programs or accrediting or licensing of
educational institutions or (C) any indenture, mortgage, loan or credit
agreement, note, lease, permit, license of other agreement or instrument to
which the Selling Stockholder is a party or by which the Selling
Stockholder is bound or to which any of the properties, assets or
operations of the Selling Stockholder is subject, that reasonably could be
expected to have, individually or in the aggregate, a material adverse
effect on the ability of the Selling Stockholder to consummate the
transactions contemplated by this Agreement.

(viii) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Selling Stockholder and any third
party that would give rise to a valid claim against the Selling Stockholder
or any Underwriter for a brokerage commission, finder's fee or other like
payment in connection with the transactions contemplated by this Agreement.

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<PAGE>

(ix) The Selling Stockholder has not taken and will not take, directly
or indirectly, any action designed to, or that reasonably could be expected
to, cause or result in the stabilization or manipulation of the price of
the Offered Securities to facilitate the sale or resale of the Offered
Securities.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Selling Stockholder agrees to sell to
the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Selling Stockholder, at a purchase price of [$] per share, the
respective numbers of shares of Firm Securities set forth opposite the names of
the Underwriters in Schedule A hereto.

The Selling Stockholder will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by wire transfer to an account of the
Selling Stockholder at a bank acceptable to CSFBC, at the office of Dewey
Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019-6092, at
10:00 A.M., New York time, on [ ], 1999 or at such other time not later than
seven full business days thereafter as CSFBC and the Selling Stockholder
determine (such time being herein referred to as the "First Closing Date"). For
purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First
Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the Offering. The certificates for the Firm
Securities so to be delivered will be in definitive form, in such denominations
and registered in such names as CSFBC requests and will be made available for
checking and packaging at the office of Credit Suisse First Boston Corporation,
New York, New York, at least 24 hours prior to the First Closing Date.

In addition, upon written notice from CSFBC given to the Company and the
Selling Stockholder from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per Security to be paid for the
Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the
number of shares of Optional Securities specified in such notice and the
Underwriters agree, severally and not jointly, to purchase such Optional
Securities. Such Optional Securities shall be purchased for the account of each
Underwriter in the same proportion as the number of Firm Securities set forth
opposite such Underwriter's name in Schedule A hereto bears to the total number
of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and
may be purchased by the Underwriters only for the purpose of covering over-
allotments made in connection with the sale of the Firm Securities. No Optional
Securities shall be sold or delivered unless the Firm Securities previously have
been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be exercised from time to time
and to the extent not previously exercised may be surrendered and terminated at
any time upon notice by CSFBC to the Selling Stockholder. It is understood that
CSFBC is authorized to make payment for and accept delivery of such Optional
Securities on behalf of the Underwriters pursuant to the terms of CSFBC's
instructions to the Selling Stockholder.

Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Selling Stockholder will
deliver

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<PAGE>

the Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, against payment of
the purchase price therefor in Federal (same day) funds by wire transfer to an
account of the Selling Stockholder at a bank acceptable to CSFBC, at the above
office of Dewey Ballantine LLP. The certificates for the Optional Securities
being purchased on each Optional Closing Date will be in definitive form, in
such denominations and registered in such names as CSFBC requests upon
reasonable notice prior to such Optional Closing Date and will be made available
for checking and packaging at the above office of CSFBC, at a reasonable time in
advance of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

5. Certain Agreements of the Company, the Selling Stockholder, Starwood
and the Underwriters.

(A) The Company agrees with the several Underwriters that:

(a) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, the Company will file the
Prospectus with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of Rule
424(b) not later than the earlier of (A) the second business day following the
execution and delivery of this Agreement or (B) the fifteenth business day after
the Effective Date of the Initial Registration Statement.

The Company will advise CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Company will file the additional registration
statement or, if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00
P.M., New York time, on the date of this Agreement or, if earlier, on or prior
to the time the Prospectus is printed and distributed to any Underwriter, or
will make such filing at such later date as shall have been consented to by
CSFBC.

(b) The Company will advise CSFBC promptly of any proposal to amend
or supplement the initial or any additional registration statement as filed or
the related prospectus or the Initial Registration Statement, the Additional
Registration Statement (if any) or the Prospectus and will not effect such
amendment or supplementation without CSFBC's prior consent; and the Company will
also advise CSFBC promptly of the effectiveness of each Registration Statement
(if its Effective Time is subsequent to the execution and delivery of this
Agreement) and of any amendment or supplementation of a Registration Statement
or the Prospectus and of the institution by the Commission of any stop order
proceedings in respect of a Registration Statement and will use its best efforts
to prevent the issuance of any such stop order and to obtain as soon as possible
its lifting, if issued.

(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading,

14
<PAGE>

or if it is necessary at any time to amend the Prospectus to comply with
the Act, the Company will promptly notify CSFBC of such event and will
promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither CSFBC's consent to,
nor the Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.

(d) As soon as practicable, but not later than the Availability Date
(as defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the Effective Date of the Initial Registration
Statement (or, if later, the Effective Date of the Additional Registration
Statement) which will satisfy the provisions of Section 11(a) of the Act.
For the purpose of the preceding sentence, "Availability Date" means the
45th day after the end of the fourth fiscal quarter following the fiscal
quarter that includes such Effective Date, except that, if such fourth
fiscal quarter is the last quarter of the Company's fiscal year,
"Availability Date" means the 90th day after the end of such fourth fiscal
quarter.

(e) The Company will furnish to the Representatives copies of each
Registration Statement (two of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a
prospectus relating to the Offered Securities is required to be delivered
under the Act in connection with sales by any Underwriter or dealer, the
Prospectus and all amendments and supplements to such documents, in each
case in such quantities as CSFBC reasonably requests. The Prospectus shall
be so furnished on or prior to 3:00 P.M., New York time, on the business
day following the later of the execution and delivery of this Agreement or
the Effective Time of the Initial Registration Statement. All other such
documents shall be so furnished as soon as available. The Company will pay
the expenses of printing and distributing to the Underwriters all such
documents.

(f) The Company will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC
designates and will continue such qualifications in effect so long as
required for the distribution.

(g) During the period of two years hereafter, the Company will
furnish to the Representatives and, upon request, to each of the other
Underwriters, as soon as practicable after the end of each fiscal year, a
copy of its annual report to stockholders for such year; and the Company
will furnish to the Representatives (i) as soon as available, a copy of
each report and any definitive proxy statement of the Company filed with
the Commission under the Securities Exchange Act of 1934 or mailed to
stockholders, and (ii) from time to time, such other information concerning
the Company as CSFBC may reasonably request.

(h) For a period of 90 days after the date of the initial public
offering of the Offered Securities, the Company will not offer, sell,
contract to sell, announce the intention to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Commission a
registration statement under the Act relating to, any Securities or
securities or other rights convertible into or exchangeable or exercisable
for any Securities, or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written
consent of CSFBC; provided, however, that such restrictions will not apply
to (i) grants of employee stock options pursuant to the terms of a plan in
effect on the date hereof or issuances of Securities pursuant to the
exercise of such options, (ii) the Company's repurchase of up to 1,500,000
shares of Securities from the Selling Stockholder pursuant to the Stock
Repurchase
15
<PAGE>

Agreement or (iii) the filing with the Commission of a post-effective amendment
to the Registration Statement pursuant to the Stock Repurchase Agreement.

(i) The Company will use its reasonable best efforts to cause the
executive officers of the Company listed on Schedule B hereto to agree that for
a period of 90 days after the date of the initial public offering of the Offered
Securities, they will not offer, sell, contract to sell, announce the intention
to sell, pledge or otherwise dispose of, directly or indirectly, or request or
demand the filing with the Commission of a registration statement under the Act
relating to, any Securities or securities or other rights convertible into or
exchangeable or exercisable for any Securities, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing, without
the prior written consent of CSFBC.

(j) Upon the written request of CSFBC or any Underwriter, the Company
shall (i) furnish to CSFBC or such other Underwriter, a certification, as
contemplated by and in compliance with Treasury regulations Section 1.897-2(h),
that as of any Closing Date (or such other date as may be specified in such
request), the Offered Securities are not United States real property interests
as defined in Section 897(c)(1) of the Code, (ii) file such certification with
the Internal Revenue Service in the manner and within the time period specified
in Treasury regulations Section 1.897-2(h) and (iii) promptly after such filing,
furnish to CSFBC or the Underwriter that has requested a certificate, as the
case may be, proof of such filing.

(k) The Company agrees with the several Underwriters that the Company
will pay all expenses incident to the performance of the obligations of the
Selling Stockholder and the obligations of the Company under this Agreement, for
any filing fees and other expenses (including fees and disbursements of counsel)
in connection with the qualification of the Offered Securities for sale under
the laws of such jurisdictions as CSFBC designates and the printing of memoranda
relating thereto, for the filing fee incident to, and the fees and disbursements
of counsel to the Underwriters in connection with the review by the National
Association of Securities Dealers, Inc. of the Offered Securities, for any
travel expenses of the Company's officers and employees and any other expenses
of the Company in connection with attending or hosting meetings with prospective
purchasers of the Offered Securities and for expenses incurred in distributing
preliminary prospectuses and the Prospectuses (including any amendments and
supplements thereto) to the Underwriters; provided, however, that the Selling
Stockholder shall be responsible for any transfer taxes on the sale by the
Selling Stockholder of the Offered Securities to the Underwriters.

(B) The Selling Stockholder and Starwood agree with the several
Underwriters that:

(a) The Selling Stockholder agrees with the Underwriters that the
Selling Stockholder shall be responsible for any transfer taxes on the sale
of its Offered Securities to the Underwriters.

(b) The Selling Stockholder agrees to deliver to CSFBC, Attention:
Transactions Advisory Group, on or prior to the First Closing Date a
properly completed and executed United States Treasury Department Form W-9
(or other applicable form or statement specified by Treasury Department
regulations in lieu thereof).

(c) For a period of 90 days after the date of the initial public
offering of the Offered Securities, neither the Selling Stockholder nor
Starwood will offer, sell, contract to sell, announce the intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with
the Commission a registration statement under the Act relating to, any
Securities or securities or

16
<PAGE>

other rights convertible into or exchangeable or exercisable for any Securities,
or, except as required by law or stock exchange requirement, publicly disclose
the intention to make any such offer, sale, pledge, disposition or filing,
without the prior written consent of CSFBC; provided, however, that such
restrictions will not apply to (i) the Company's repurchase of up to 1,500,000
shares of Securities from the Selling Stockholder pursuant to the Stock
Repurchase Agreement or (ii) the filing with the Commission of a post-effective
amendment to the Registration Statement pursuant to the Stock Repurchase
Agreement.

(C) The several Underwriters agree with the Company that the Underwriters
(i) will not sell Offered Securities to the public in the Offering such that, to
the knowledge of the Underwriters, such sale would result in any stockholder of
the Company (other than the Selling Stockholder) acquiring beneficial ownership
(as defined in Rule 13d-3 of the Exchange Act) of ten percent or more of the
issued and outstanding Securities immediately after the Offering and (ii) will,
promptly after the completion of the Offering, deliver to the Company a list of
the purchasers to whom the Underwriters sold the Offered Securities in the
Offering and the number of shares of Offered Securities sold to each purchaser.

6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholder herein and to
the performance by the Company, the Selling Stockholder and Starwood of their
obligations hereunder and to the following additional conditions precedent:

(a) The Representatives shall have received a letter, dated the date
of delivery thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall be on
or prior to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), from PricewaterhouseCoopers LLP confirming that they are
independent accountants with respect to the Company within the meaning of the
Act and the applicable published Rules and Regulations thereunder and stating to
the effect that:

(i) in their opinion the financial statements audited by them and
included in the Registration Statements comply as to form in all material
respects with the applicable accounting requirements of the Act and the
published Rules and Regulations thereunder with respect to registration
statements on Form S-3;

(ii) they have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim financial
information as described in Statement of Auditing Standards No. 71, Interim
Financial Information, on the unaudited interim financial statements
included in the Registration Statements;

(iii) on the basis of the procedures referred to in clause (ii)
above, reading the unaudited interim financial data of the Company for the
period from the date of the latest balance sheet included in the
Registration Statements to the date of the latest available interim
financial data, a reading of the minutes of all meetings of the
stockholders and directors (including each committee thereof of the
Company), inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding the

17
<PAGE>

specific items for which representations are requested below, nothing came
to their attention as a result of the foregoing procedures that caused them
to believe that:

(A) the unaudited interim financial statements included in the
Registration Statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the related published Rules and Regulations or any material
modifications should be made to such unaudited interim financial
statements for them to be in conformity with generally acceptable
accounting principles;

(B) at the date of the latest available balance sheet read by
such accountants, or at a subsequent specified date not more than
three days prior to the date of this Agreement, there was any decrease
in shareholders' equity or change in the capital stock or any increase
in short-term indebtedness or long-term debt of the Company or, at the
date of the latest available balance sheet read by such accountants,
there was any decrease in net current assets or net assets, as
compared with amounts shown on the latest balance sheet included in
the Registration Statements and the Prospectus; or

(C) for the period from the date of the latest income statement
included in the Registration Statements and the Prospectus to the
date, not more than three business days prior to the date of this
Agreement, of the latest available income statement read by such
accountants there were any decreases, as compared with the
corresponding period of the previous year and with the period of
corresponding length ended the date of the latest income statement
included in the Registration Statements and the Prospectus, in net
revenues or net income, or in the total or per share amounts of net
income, or any increases or decreases, as the case may be, in other
items specified by the Representatives;

except in all cases set forth in clauses (B) and (C) above for changes,
increases or decreases which the Registration Statements or the Prospectus
disclosed have occurred;

(iv) they have proved the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in the unaudited pro
forma financial information included in the Registration Statements and the
Prospectus and on the basis of the foregoing procedure and a reading of the
unaudited pro forma balance sheet information as of September 30, 1998, and
the unaudited pro forma income statement information for the year ended
December 31, 1997, and the nine-month periods ended September 30, 1998 and
1997, included in the Registration Statement in footnote (c) to the Summary
Financial and Operating Data and the Selected Financial and Operating Data,
inquiries of officials of the Company who have responsibility for financial
and accounting matters about (i) the basis for the determination of the pro
forma adjustments and (ii) whether the unaudited pro forma financial
information complies as to form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X under
the Act and other specified procedures, nothing came to their attention
that caused them to believe that the pro forma financial information
included in the Registration Statements and the Prospectus do not comply in
all material respects with the applicable accounting requirements of Rule
11-02 of Regulation S-X under the Act or that the pro forma adjustments
have not been properly applied to the historical amounts in the compilation
of such financial information;

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<PAGE>

(v) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information contained
in the Registration Statements and the Prospectus (in each case to the
extent that such dollar amounts, percentages, numerical data and other
financial information are determined from the accounting records of the
Company subject to the internal controls of the Company's accounting system
or are derived directly from such records by analysis or computation) to
such accounting records and other procedures specified in such letter and
have found such dollar amounts, percentages, numerical data and other
financial information to be in agreement.

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, "Registration Statements" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective amendment
to be filed shortly prior to its Effective Time, (ii) if the Effective Time of
the Initial Registration Statement is prior to the execution and delivery of
this Agreement but the Effective Time of the Additional Registration is
subsequent to such execution and delivery, "Registration Statements" shall mean
the Initial Registration Statement and the additional registration statement as
proposed to be filed or as proposed to be amended by the post-effective
amendment to be filed shortly prior to its Effective Time, and (iii)
"Prospectus" shall mean the prospectus included in the Registration Statements.
All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Registration
Statements for purposes of this subsection.

(b) If the Effective Time of the Initial Registration Statement is
not prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date of
this Agreement or such later date as shall have been consented to by CSFBC. If
the Effective Time of the Additional Registration Statement (if any) is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or, if earlier, the time the Prospectus is printed and distributed to
any Underwriter, or shall have occurred at such later date as shall have been
consented to by CSFBC. If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the
Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company, the Selling Stockholder or the
Representatives, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business, properties
or results of operations of the Company and its Subsidiaries which, in the
judgment of a majority in interest of the Underwriters including the
Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the public offering or the sale of and payment for
the Offered Securities; (ii) any downgrading in the rating of any debt
securities of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or any
public announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an announcement
with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (iii) any suspension or limitation of
trading in securities generally on the NYSE or any setting of minimum prices for
trading on any such exchange, or any suspension of trading of any securities

<PAGE>

of the Company on any exchange or in the over-the-counter market; (iv) any
banking moratorium declared by either U.S. Federal or New York authorities; or
(v) any outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters including the Representatives, the
effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Offered Securities.

(d) The Representatives shall have received an opinion, dated such
Closing Date, of Baker & Daniels, counsel for the Company, to the effect that:

(i) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own, lease and operate its properties and
conduct its business as described in the Prospectus.

(ii) The Offered Securities delivered on such Closing Date and all
other outstanding shares of capital stock of the Company have been duly
authorized and validly issued, are fully paid and nonassessable; no further
approval or authority of the shareholders or the Board of Directors of the
Company is or will be required for the sale of the Offered Securities as
contemplated by this Agreement; and the shareholders of the Company have no
preemptive or similar rights with respect to the Securities.

(iii) Except as disclosed in the Prospectus, to the best knowledge of
such counsel, there are no contracts, agreements or understandings between
the Company and any third party (whether acting in an individual, fiduciary
or other capacity) granting such third party the right to require the
Company to file a registration statement under the Act with respect to any
securities of the Company owned or to be owned by such third party or to
require the Company to include such securities in the Offered Securities
registered pursuant to the Registration Statement or in any securities
being registered pursuant to any other registration statement filed by the
Company under the Act.

(iv) Except as disclosed in the Prospectus, no consent, approval,
authorization, order, registration or qualification of, or filing with, any
third party (whether acting in an individual, fiduciary or other capacity)
or any governmental, regulatory or accrediting agency or body or any court
is required to be obtained or made by the Company for the consummation of
the transactions contemplated by the Agreement in connection with the sale
of the Offered Securities, except such as have been obtained and made under
the Act and such as may be required under state securities laws.

(v) Except as disclosed in the Prospectus, the execution, delivery
and performance of this Agreement by the Company and the agreements,
documents or instruments entered into by the Company in connection with the
transactions described in the Prospectus (including, without limitation,
the transactions described under the captions "Selling Stockholder and ESI
Repurchase" and "Relationship with Selling Stockholder and Related
Transactions--Agreements with Selling Stockholder--Stock Repurchase
Agreement") do not and will not conflict with or result in a breach or
violation of any of the terms and provisions of, and do not and will not
constitute a default (or an event which with the giving of notice or the
lapse of time or both could

20
<PAGE>

reasonably be likely to constitute a default) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any assets
or properties of the Company or any of its Subsidiaries under (A) the
charter, by-laws or other organizational documents of the Company and its
Subsidiaries, (B) to the best knowledge of such counsel, any statute, any
rule, regulation, requirement, order or decree of any governmental,
regulatory or accrediting agency or body or any court having jurisdiction
over the Company or its Subsidiaries or any of their respective properties,
assets or operations or (C) to the best knowledge of such counsel, any
indenture, mortgage, loan or credit agreement, note, lease, permit, license
or other agreement or instrument to which the Company or any Subsidiary is
a party or by which the Company or any Subsidiary is bound or to which any
of the properties, assets or operations of the Company or any Subsidiary is
subject, that reasonably could be expected to have, individually or in the
aggregate, a material adverse effect on the condition (financial or other),
business, prospects, results of operations or general affairs of the
Company and its Subsidiaries taken as a whole.

(vi) This Agreement and the agreements, documents or instruments
entered into by the Company in connection with the transactions described
in the Prospectus (including, without limitation, the transactions
described under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement") have been duly
authorized, executed and delivered by the Company and, to the extent
required, its stockholders.

(vii) Except as disclosed in the Prospectus, to the best knowledge of
such counsel, there are no pending or threatened actions, suits,
proceedings or investigations against or affecting the Company or any of
its Subsidiaries or any of their respective properties, assets or
operations that could materially and adversely affect the ability of the
Company to perform its obligations under this Agreement or which are
otherwise material in the context of the sale of the Offered Securities.

(viii) The Company is not and, after giving effect to the offering and
sale of the Offered Securities, will not be an "investment company" as
defined in the Investment Company Act of 1940, as amended.

(ix) To the best knowledge of such counsel, the descriptions in the
Registration Statement and the Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are accurate in
all material respects and fairly present the information required to be
shown and such counsel do not know of any legal or governmental proceedings
required to be described or any contracts or documents of a character
required to be described in a Registration Statement or the Prospectus or
to be filed as exhibits to a Registration Statement which are not described
and filed as required.

(x) The Initial Registration Statement was declared effective under
the Act as of the date and time specified in such opinion, the Additional
Registration Statement (if any) was filed and became effective under the
Act as of the date and time (if determinable) specified in such opinion,
the Prospectus either was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such opinion on the date specified
therein or was included in the Initial Registration Statement or the
Additional Registration Statement (as the case may be), and, to the best
knowledge of such counsel, no stop order suspending the effectiveness of a
Registration Statement or

21
<PAGE>

any part thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Act, and each
Registration Statement and the Prospectus, and each amendment or supplement
thereto, as of their respective effective or issue dates, complied as to
form in all material respects with the requirements of the Act and the
Rules and Regulations. Such counsel have participated in the preparation of
the Registration Statements and the Prospectus and have no reason to
believe that any part of a Registration Statement or any amendment thereto,
as of its effective date or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus or any amendment or supplement thereto,
as of its issue date or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

In rendering such opinion, such counsel need express no opinion as to (i)
the financial statements or other financial data contained in the Registration
Statements and the Prospectus, (ii) the portions of the Registration Statements
and the Prospectus as to which Dow, Lohnes & Albertson, PLLC is providing an
opinion to the Underwriters or (iii) any federal, state or accrediting
commission laws, regulations and/or standards pertaining to federal student
financial aid programs or accrediting or licensing of educational institutions.
Such opinion shall be to such further effect with respect to other legal matters
relating to this Agreement and the transactions contemplated hereby as the
Representatives and counsel to the Underwriters may reasonably request. In
rendering such opinion, such counsel may rely as to matters governed by the laws
of jurisdictions other than the laws of jurisdictions in which such counsel are
admitted to practice and the federal laws of the United States upon the opinions
of counsel reasonably satisfactory to the Representatives and counsel to the
Underwriters.

(e) The Representatives shall have received an opinion, dated such
Closing Date, of Clark D. Elwood, Senior Vice President, General Counsel and
Secretary of the Company, to the effect that:

(i) The Company is duly qualified to transact business as a foreign
corporation in good standing in all jurisdictions other than the
jurisdiction of its incorporation in which it owns, leases or operates
properties or in which the conduct of its business or its ownership,
leasing or operation of property requires such qualification, except for
such jurisdictions where the failure to qualify would not have a material
adverse effect on the condition (financial or other), business, prospects,
results of operations or general affairs of the Company and its
Subsidiaries taken as a whole.

(ii) Each Subsidiary has been duly incorporated or organized and is
validly existing as a corporation or a limited partnership in good standing
under the laws of the jurisdiction of its incorporation or organization,
with all requisite power and authority to own, lease and operate its
properties and conduct its business as described in the Prospectus; and
each Subsidiary is duly qualified to do business as a foreign corporation
or limited partnership in good standing in all other jurisdictions in which
its ownership, leasing or operation of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified or in good standing would not, individually or in the aggregate,
have a material adverse effect on the condition (financial or other),
business, prospects, results of operations or general affairs of the
Company and its Subsidiaries taken as a whole; all of the issued and
outstanding capital stock (or other ownership interests) of each such
Subsidiary has been duly authorized and validly issued and is fully paid
and nonassessable; and such capital

22
<PAGE>

stock (or other ownership interests) of each Subsidiary is owned by the
Company free and clear of any mortgage, pledge, lien, security interest,
claim, encumbrance or defect of any kind; and there are no rights granted
to or in favor of any third party (whether acting in an individual,
fiduciary or other capacity) other than the Company to acquire such capital
stock (or other ownership interests), any additional capital stock (or
other ownership interests) or any other equity securities of any
Subsidiary.

(iii) All outstanding shares of the capital stock of the Company have
been duly authorized, are validly issued, are fully paid and non-assessable
and have been issued in compliance with applicable federal and state
securities laws; the authorized and outstanding shares of capital stock of
the Company are as set forth in the Prospectus under the captions
"Capitalization" and "Description of Capital Stock" and conform in all
material respects to the descriptions thereof contained in the Prospectus;
and the shareholders of the Company have no preemptive or similar rights
with respect to any securities of the Company.

(iv) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any third party
(whether acting in an individual, fiduciary or other capacity) granting
such third party the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company owned
or to be owned by such third party or to require the Company to include
such securities in the Offered Securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to
any other registration statement filed by the Company under the Act.

(v) Except as disclosed in the Prospectus, no consent, approval,
authorization, order, registration or qualification of, or filing with, any
state agency under any state statute pertaining to the authorization to
operate postsecondary educational institutions, or any accrediting agency
that presently accredits any of the Company's schools is required for the
consummation by the Company of the transactions contemplated by this
Agreement or the Prospectus in connection with the sale of the Offered
Securities.

(vi) To the best knowledge of such counsel, the execution, delivery
and performance by the Company of this Agreement and the consummation by
the Company of the transactions contemplated in the Prospectus (including,
without limitation, the consummation of the transactions described in the
Prospectus under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement"), do not and will not
conflict with or result in a violation of (A) any state statute pertaining
to the authorization to operate postsecondary educational institutions, or
(B) the standards of accreditation of any accrediting agency that presently
accredits any of the Company's schools, except for such conflicts or
violations which would not be reasonably likely to, individually or in the
aggregate, have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

(vii) To the best knowledge of such counsel, except as disclosed in
the Prospectus, the Company and its Subsidiaries possess all necessary
Licenses issued by appropriate governmental, regulatory or accrediting
agencies or bodies, including, without limitation, all authorizations
required for, or pertaining to, (A) the ownership, leasing or operation of
the respective properties of the Company and its Subsidiaries and the
conduct of the respective businesses now operated by the Company and its

23
<PAGE>

Subsidiaries, (B) participation in federal aid programs under Title IV
Programs, (C) state authorization to operate postsecondary educational
institutions as are required for participation in Title IV Programs as
described in the Registration Statement and the Prospectus and (D)
accrediting agency approvals as are required for participation in Title IV
Programs as described in the Registration Statement and the Prospectus, and
all such Licenses are in full force and effect, except where the failure to
possess such Licenses or the failure of such Licenses to be in full force
and effect would not be reasonably likely to, individually or in the
aggregate, have a material adverse effect on the Company and its
Subsidiaries taken as a whole. Except as disclosed in the Prospectus, to
the knowledge of such counsel, the Company has not received notice of any
proceedings, investigations or inquiries, nor are any such proceedings,
investigations or inquiries threatened, relating to the revocation,
modification, termination or suspension of any such License, except where
any such revocation, modification, termination or suspension would not be
reasonably likely to, individually or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries taken as a whole.

(viii) Except as disclosed in the Prospectus, there are no pending or,
to the best knowledge of such counsel, threatened actions, suits,
proceedings or investigations against or affecting the Company or any of
its Subsidiaries or any of their respective properties, assets or
operations that could individually or in the aggregate have a material
adverse effect on the Company and its Subsidiaries taken as a whole.

(ix) Except as set forth in the Prospectus, there are no outstanding
(A) securities or obligations of the Company convertible into or
exchangeable for any capital stock of the Company, (B) warrants, rights or
options to subscribe for or purchase from the Company any such capital
stock or any such convertible or exchangeable securities or obligations or
(C) obligations of the Company to issue such shares, any such convertible
or exchangeable securities or obligations, or any such warrants, rights or
obligations.

(x) Neither the Company (including any individual institution within
the Company) nor any Subsidiary is in violation of (A) its charter, by-laws
or other organizational documents or (B) to the best knowledge of such
counsel, any order, decree or judgment of any governmental, regulatory or
accrediting agency or body or any court having jurisdiction over the
Company or any of its properties, assets or operations and no event of
default or event that, but for the giving of notice or the lapse of time or
both, would constitute an event of default exists, or upon consummation of
the transactions contemplated by this Agreement and the Prospectus
(including, without limitation, the transactions described under the
captions "Selling Stockholder and ESI Repurchase" and "Relationship with
Selling Stockholder and Related Transactions--Agreements with Selling
Stockholder--Stock Repurchase Agreement") will exist, under any indenture,
mortgage, loan or credit agreement, note, lease, permit, license or other
agreement or instrument to which the Company or any Subsidiary is a party
or by which the Company or any Subsidiary is bound or to which any of the
properties, assets or operations of the Company or any Subsidiary is
subject, that reasonably could be expected to have, individually or in the
aggregate, a material adverse effect on the condition (financial or other),
business, prospects, results of operations or general affairs of the
Company and its Subsidiaries taken as a whole.

(xi) Such counsel has participated in the preparation of the
Registration Statements and the Prospectus and has no reason to believe
that any part of the Registration Statement or any amendment thereto, as of
its effective date or as of such

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<PAGE>

Closing Date, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus or any
amendment or supplement thereto, as of its issue date or as of such Closing
Date, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading (it being understood that such counsel need
express no opinion as to the financial statements and schedules or other
financial data contained in the Registration Statements and the
Prospectus).

Such opinion shall be to such further effect with respect to other legal
matters relating to this Agreement and the transactions contemplated hereby as
the Representatives and counsel to the Underwriters may reasonably request. In
rendering such opinion, such counsel may rely as to matters governed by the laws
of jurisdictions other than the laws of jurisdictions in which such counsel is
admitted to practice and the federal laws of the United States upon opinions of
counsel reasonably satisfactory to the Representatives and counsel for the
Underwriters.

(f) The Representatives shall have received an opinion, dated such
Closing Date, of Sidley & Austin, counsel for the Selling Stockholder, to the
effect that:

(i) To the best knowledge of such counsel, immediately prior to such
Closing Date, the Selling Stockholder was the sole registered owner of the
Offered Securities and has the corporate power and authority to enter into
this Agreement and to sell, assign, transfer and deliver the Offered
Securities delivered by the Selling Stockholder on such Closing Date;

(ii) This Agreement has been duly authorized, executed and delivered
by or on behalf of each of the Selling Stockholder and Starwood and, to the
extent required, their shareholders.

(iii) To the best knowledge of such counsel, no consent, approval,
authorization, order, registration or qualification of, or filing with, any
third party (whether acting in an individual, fiduciary or other capacity)
or any governmental or regulatory agency or body or any court is required
to be obtained or made by either the Selling Stockholder or Starwood for
the consummation of the transactions contemplated by this Agreement and the
execution, delivery and performance by the Selling Stockholder of the
agreements contemplated and described in the Prospectus under the captions
"Selling Stockholder and ESI Repurchase" and "Relationship with Selling
Stockholder and Related Transactions--Agreements with Selling Stockholder--
Stock Repurchase Agreement " except such as have been obtained and made
under the Act and such as may be required under state securities laws or as
may be required to be made with the U.S. Department of Education under
Title IV of the HEA or with any state agency under any state statute
pertaining to the authorization to operate postsecondary educational
institutions or any accrediting agency that presently accredits any of the
Company's schools.

(iv) The execution, delivery and performance by the Selling
Stockholder and Starwood of this Agreement and the agreements contemplated
and described in the Prospectus under the captions "Selling Stockholder and
ESI Repurchase" and "Relationship with Selling Stockholder and Related
Transactions--Agreements with Selling Stockholder--Stock Repurchase
Agreement," the sale of the Offered Securities

25
<PAGE>

being sold by the Selling Stockholder and the consummation of any of the
transactions contemplated by this Agreement in connection with the sale of
the Offered Securities, do not and will not conflict with or result in a
breach or violation of any of the terms and provisions of, or constitute or
will constitute a default (or an event which with the giving of notice or
the lapse of time or both could reasonably be likely to constitute a
default) under, or result in the creation or imposition of any lien, charge
or encumbrance upon the Offered Securities to be sold by the Selling
Stockholder under (A) the charter, by-laws or other organizational
documents of the Selling Stockholder and Starwood, (B) to the best
knowledge of such counsel, any statute, any rule, regulation, requirement,
order or decree of any governmental or regulatory agency or body, or any
court, domestic or foreign, having jurisdiction over the Selling
Stockholder and Starwood or any of their properties, assets or operations
or (C) to the best knowledge of such counsel, any indenture, mortgage, loan
or credit agreement, note, lease, permit, license of other agreement or
instrument to which the Selling Stockholder or Starwood is a party or by
which the Selling Stockholder or Starwood is bound or to which any of the
properties, assets or operations of the Selling Stockholder or Starwood is
subject, that reasonably could be expected to have, individually or in the
aggregate, a material adverse effect on the ability of the Selling
Stockholder to consummate the transactions contemplated by this Agreement.

In rendering such opinion, such counsel may rely as to matters governed by
the laws of jurisdictions other than the laws of jurisdictions in which such
counsel is admitted to practice and the federal laws of the United States upon
opinions of counsel reasonably satisfactory to the Representatives and counsel
for the Underwriters.

(g) The Representatives shall have received from Dow, Lohnes &
Albertson, PLLC, special regulatory counsel to the Company, such opinion or
opinions, dated as of such Closing Date, to the effect that:

(i) The statements contained in the Prospectus under the captions
"Risk Factors-- Extensive Regulation Due to Dependence on Federal Funding";
"Risk Factors -- Legislative Action"; "Risk Factors -- Student Loan
Defaults"; "Risk Factors -- Financial Responsibility Standards"; "Risk
Factors --Institutional Refunds"; "Risk Factors -- "The '85/15' Rule";
"Risk Factors-- Change in Control"; "Risk Factors -- Additional Locations";
"Risk Factors -- State Authorization and Accreditation"; "Risk Factors --
Availability of Lenders and Guarantors"; Management's Discussion and
Analysis of Financial Condition and Results of Operations -- General";
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources"; "Business -- Federal and
Other Financial Aid Programs"; "Business -- Regulation of Federal Financial
Aid Programs"; "Business -- Regulation of Federal Financial Aid Programs --
Legislative Action"; "Business -- Regulation of Federal Financial Aid
Programs -- Student Loan Defaults"; "Business -- Regulation of Federal
Financial Aid Programs -- Financial Responsibility Standards"; "Business --
Regulation of Federal Financial Aid Programs -- Institutional Refunds";
"Business -- Regulation of Federal Financial Aid Programs -- "The '85/15'
Rule"; "Business -- Regulation of Federal Financial Aid Programs --
Additional Locations and Programs"; "Business -- Regulation of Federal
Financial Aid Programs -- Administrative Capability"; "Business --
Regulation of Federal Financial Aid Programs -- Eligibility and
Certification Procedures"; "Business -- Regulation of Federal Financial Aid
Programs -- Title IV Program Funds Management"; "Business --Regulation of
Federal
26
<PAGE>

Financial Aid Programs -- Availability of Lenders and Guarantors";
"Business -- Regulation of Federal Financial Aid Programs --Compliance with
Regulatory Standards and Effect of Regulatory Violations"; "Business --
State Authorization and Accreditation"; and "Business --Change in Control"
(collectively, "Regulatory Matters"), insofar as such statements constitute
a summary of legal matters, documents or proceedings with respect to the
operation of postsecondary educational institutions and the offering of
programs of postsecondary education, are accurate and complete in all
material respects.

(ii) Although (a) such counsel have not independently verified any
statements in the Prospectus (except for the particular portions of the
Prospectus under the captions referred to and specified in paragraph (i)
above) and cannot and do not assume responsibility for the accuracy or
completeness of any statements in the Prospectus (except for the particular
portions of the Prospectus under the captions referred to and specified in
paragraph (i) above), and (b) such counsel's participation in the
preparation of the Prospectus (consisting of intermittent participation in
certain of the conferences between officers and representatives of the
Company, counsel for the Company, representatives of the Underwriters,
Underwriters' counsel and independent accountants of the Company, as well
as a review of certain documents provided to such counsel) has been limited
solely to certain matters relating to Title IV of the HEA, no facts have
come to the attention of such counsel in the course of such participation
which cause such counsel to believe that the statements in the Registration
Statement collectively defined in the Underwriting Agreement as Regulatory
Matters (and specifically excluding the financial statements and the notes
and schedules annexed thereto, as well as any financial, statistical or
accounting information), contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, or that any such information
contained in the Prospectus or any amendment or supplement thereto, as of
its issue date or as of such Closing Date, contained any untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

(iii) Except as disclosed in the Prospectus, no consent, approval,
authorization, order, registration or qualification of, or filing with, the
U.S. Department of Education under Title IV of the HEA is required for the
consummation by the Company of the transactions contemplated by this
Agreement in connection with the sale of the Offered Securities and the
Company's repurchase of up to 1,500,000 shares of Securities from the
Selling Stockholder pursuant to the Stock Repurchase Agreement.

(iv) To the best knowledge of such counsel, the execution, delivery
and performance by the Company of this Agreement and the consummation of
the transactions contemplated herein in connection with the sale of the
Offered Securities and the execution, delivery and performance by the
Company of the agreements contemplated and described in the Prospectus
under the captions "Selling Stockholder and ESI Repurchase" and
"Relationship with Selling Stockholder and Related Transactions--Agreements
with Selling Stockholder--Stock Repurchase Agreement" do not and will not
conflict with or result in a violation of Title IV of the HEA or any rule,
regulation or requirement of the U.S. Department of Education promulgated
under Title IV of the HEA, except for such conflicts or violations which
would not be reasonably likely to, individually or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries taken as a
whole.

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<PAGE>

(v) The consummation of the transactions contemplated by this
Agreement in connection with the sale of the Offered Securities will not
constitute a change in ownership resulting in a "change in control" as
defined in the HEA.

(h) The Representatives shall have received from Dewey Ballantine
LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing
Date, with respect to the validity of the Offered Securities delivered on such
Closing Date, the Registration Statements, the Prospectuses and other related
matters as the Representatives may require, and the Company shall have furnished
to such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.

(i) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Company in which such officers shall state that, to
the best of their knowledge after reasonable investigation: the representations
and warranties of the Company in this Agreement are true and correct; the
Company has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to such Closing Date; no
stop order suspending the effectiveness of any Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission; the Additional Registration Statement (if any)
satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was
filed pursuant to Rule 462(b), including payment of the applicable filing fee in
accordance with Rule 111(a) or (b) under the Act, prior to the time either
Prospectus was printed and distributed to any Underwriter; subsequent to the
dates of the most recent financial statements in the Prospectus, there has been
no material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company except as set forth in or
contemplated by the Prospectus; and they have carefully examined the
Registration Statements and the Prospectus and neither any Registration
Statement nor the Prospectus or any amendment or supplement thereto, as of their
respective effective or issue dates and as of such Closing Date, contained an
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.

(j) The Representatives shall have received a letter, dated such
Closing Date, of PricewaterhouseCoopers LLP which meets the requirements of
subsection (a) of this Section, except that the specified date referred to in
such subsection will be a date not more than three business days prior to such
Closing Date for the purposes of this subsection.

(k) The Representatives shall have received a letter, dated January
7, 1998, of PricewaterhouseCoopers LLP which meets the requirements of
subsection (a) of this Section, except that the specified date referred to in
such subsection will be January 4, 1998 for the purposes of this subsection.

(l) The Representatives shall have received the written undertakings
of the executive officers of the Company listed on Schedule B to the effect
contemplated by subsection (A)(i) of Section 5 hereof, unless otherwise waived
or agreed to by the Representative.

(m) The Representatives shall have received such other opinions,
certificates, letters and other documents from or on behalf of the Company, the
Selling Stockholder or Starwood as the Representatives shall reasonably request.

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<PAGE>

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof, only if they are reasonably satisfactory
in form and substance to CSFBC and counsel for the Underwriters. The Company,
the Selling Stockholder and Starwood will furnish the Representatives with such
conformed copies of such opinions, certificates, letters and documents as the
Representatives reasonably requests. CSFBC may in its sole discretion waive on
behalf of the Underwriters compliance with any conditions to the obligations of
the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

7. Indemnification and Contribution.

(a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection
(c) below; and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned, to the extent that a prospectus relating to such Offered Securities
was required to be delivered by such Underwriter under the Act in connection
with such purchase and any such loss, claim, damage or liability of such
Underwriter results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus correcting such untrue
statement or alleged untrue statement in or omission or alleged omission from
such preliminary prospectus if the Company had previously furnished such
quantity of copies thereof to such Underwriter as reasonably requested by or on
behalf of such Underwriter.

(b) The Selling Stockholder will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Selling
Stockholder specifically for use

29
<PAGE>

therein, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Selling Stockholder will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
in or omission or alleged omission from any of such documents in reliance upon
and in conformity with written information furnished to the Company by an
Underwriter through the Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in subsection (c)
below; and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus, the indemnity agreement contained in this subsection (b) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned, to the extent that a prospectus relating to such Offered Securities
was required to be delivered by such Underwriter under the Act in connection
with such purchase and any such loss, claim, damage or liability of such
Underwriter results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus correcting such untrue
statement or alleged untrue statement in or omission or alleged omission from
such preliminary prospectus if the Company had previously furnished such
quantity of copies thereof to such Underwriter as reasonably requested by or on
behalf of such Underwriter.

(c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, the Selling Stockholder and Starwood against any losses,
claims, damages or liabilities to which the Company, the Selling Stockholder and
Starwood may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representative specifically for use
therein, and will reimburse any legal or other expenses reasonably incurred by
the Company, the Selling Stockholder and Starwood in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the information
appearing in the fourth paragraph under the caption "Underwriting" with respect
to concession and discount figures and the information in the tenth paragraph
appearing under the caption "Underwriting".

(d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above. In case any such action
is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with

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<PAGE>

counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action.

(e) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above, then each of the Company, the Selling Stockholder, Starwood and
the Underwriters (collectively, the "Contributing Parties") shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a), (b) or (c) above
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company, the Selling Stockholder and Starwood, as the case may
be, on the one hand and the Underwriters on the other from the offering of the
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, the Selling Stockholder and Starwood, as the case may be,
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company, the Selling Stockholder and Starwood, as the
case may be, on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Selling Stockholder bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by a
Contributing Party and the Contributing Party's relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (e).
Notwithstanding the provisions of this subsection (e), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting
obligations and not joint.

(f) The obligations of the Company, the Selling Stockholder and
Starwood under this Section shall be in addition to any liability which the
Company, the Selling Stockholder and Starwood may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act;

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<PAGE>

and the obligations of the Underwriters under this Section shall be in addition
to any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each director of the Company, the
Selling Stockholder or Starwood, to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act.

8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
Closing Date or any Optional Closing Date and the number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Selling Stockholder for the purchase of
such Offered Securities by other persons, including any of the Underwriters, but
if no such arrangements are made by such Closing Date the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Selling Stockholder for the purchase of such Offered Securities by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter,
the Company, the Selling Stockholder or Starwood except as provided in Section 9
(provided that if such default occurs with respect to Optional Securities after
the First Closing Date, this Agreement will not terminate as to the Firm
Securities or any Optional Securities purchased prior to such termination). As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, the Selling Stockholder and Starwood, and their respective officers and
of the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the Company,
the Selling Stockholder, Starwood, or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company, the Selling Stockholder, Starwood and the
Underwriters pursuant to Section 7 shall remain in effect and if any Offered
Securities have been purchased hereunder the representations and warranties in
Section 2 and all obligations under Section 5 shall also remain in effect. If
the purchase of the Offered Securities by the Underwriters is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 or the occurrence of any event specified in clause (iii),
(iv), or (v) of Section 6(c), the Company will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.

10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives c/o

32
<PAGE>

Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention: Investment Banking Department--Transactions Advisory
Group, or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 5975 Castle Creek Parkway North Drive, P.O. Box 50466,
Indianapolis, Indiana 46250, Attention: Clark D. Elwood or if sent to the
Selling Stockholder or Starwood, will be mailed, delivered or telegraphed and
confirmed to Starwood Hotels & Resorts Worldwide, Inc., 777 Westchester Avenue,
White Plains, New York 10604, Attention: General Counsel; provided, however,
that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

12. Representation of Underwriters. The Joint Book-Running Managers will
act for the several Underwriters in connection with the transactions
contemplated by this Agreement, and any action under this Agreement taken by the
Joint Book-Running Managers jointly or by CSFBC will be binding upon all the
Underwriters.

13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.

The Company, the Selling Stockholder and Starwood each hereby submit to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

33
<PAGE>

If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Company, the
Selling Stockholder, Starwood and the several Underwriters in accordance with
its terms.

Very truly yours,

ITT Educational Services, Inc.

By ___________________________
Name: Clark D. Elwood
Title: Senior Vice President, General
Counsel and Secretary

ITT Corporation

By ___________________________
Name:
Title:

Starwood Hotels & Resorts Worldwide, Inc.

By ___________________________
Name:
Title:

<PAGE>

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first
above written.

Credit Suisse First Boston Corporation
Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
BT Alex. Brown Incorporated
Morgan Stanley & Co. Incorporated
NationsBanc Montgomery Securities LLC

Acting on behalf of themselves and
as the Representatives of the
several Underwriters.

By Credit Suisse First Boston Corporation

By _____________________________________
Name: John Cozzi
Title: Managing Director
<PAGE>

SCHEDULE A

<TABLE>
<CAPTION>
Number of
Firm Securities
to be Purchased
---------------
<S> <C>
Credit Suisse First Boston Corporation..........
Salomon Smith Barney Inc........................
Bear, Stearns & Co. Inc.........................
BT Alex. Brown Incorporated.....................
Morgan Stanley & Co. Incorporated...............
NationsBanc Montgomery Securities LLC...........
---------------
Total............................. 7,000,000
===============
</TABLE>
<PAGE>

SCHEDULE B

Executive Officers of the Company

Rene R. Champagne

Gene A. Baugh

Clark D. Elwood

Edward G. Hartigan

Thomas W. Lauer
<PAGE>

SCHEDULE C

Subsidiaries of the Company

<TABLE>
<CAPTION>
Subsidiary Jurisdiction
- ---------- ------------
<S> <C>
ESI Service Corp. Delaware
ESI General Services Corp. Delaware
ESI Capital Corp. Delaware
Educational Providers, L.P. Indiana
</TABLE>

<PAGE>

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 10, 1998, except for Notes 1, 2, 3 and 8 which are as of June 9, 1998
and Note 10 which is as of October 6, 1998 appearing on page F-1 of ITT
Educational Services, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the references to us under the headings
"Experts" and "Selected Financial Data" in such Prospectus. However, it should
be noted that PricewaterhouseCoopers LLP has not prepared or certified such
"Selected Financial Data".

PRICEWATERHOUSECOOPERS LLP
Indianapolis, Indiana
January 4, 1999